Contract 2024-031ADocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
COMMERCIAL CARD SERVICES AGREEMENT No. 2024-031
(PIGGYBACK AGREEMENT)
This Piggyback Agreement is entered into and made effective as of the 281h day of May, 2024 (the "Effective
Date"), by and between City of Clermont (the "Client") and JPMORGAN CHASE BANK, N.A. (the "Bank") (each
may individually be referred to as a "Party" and collectively as the "Parties").
Recitals
WHEREAS, Pasco County, FL, a political subdivision of the state of Florida, by and through its Board of County
Commissioners (the "Original Client") issued a Request for Proposals ("RFP") for the purpose of receiving
proposals to provide commercial card services as described in the RFP (the "Services").
WHEREAS, the Bank responded to the RFP and the Original Client selected the Bank as the successful proposer
to the RFP.
WHEREAS, the Bank and the Original Client entered into a Master Commercial Card Agreement dated August 8,
2023 pursuant to the RFP under which the Bank agreed to perform the Services for the Original Client in
accordance with the terms and conditions described therein (the "Main Contract").
WHEREAS, the Client has the legal authority and is duly authorized to purchase services from a vendor who has
been awarded a contract procured pursuant to a competitive bid by another governmental entity when seeking to
utilize the same or similar services provided for in said contract.
WHEREAS, the Client has determined that the Original Client selected the Bank through procedures substantially
similar to the Client's own purchasing policies.
WHEREAS, the Client desires to "piggyback" onto the Main Contract and wishes to receive the same or similar
Services under such Main Contract as applicable to the Client, and the Bank consents to the aforesaid "piggyback."
NOW, THEREFORE, in consideration of the mutual agreements set forth hereafter and for other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Performance of the Services. The Bank agrees to provide the Services to the Client in accordance with
the terms and conditions of the Main Contract, at the prices specified or described therein or as otherwise
mutually agreed. Pricing for Services utilized by the Client but not subject to the Main Contract pricing and
additional services and options that the Client may add in the future will be as mutually agreed, and if
required, subject to execution of applicable documentation.
Description of the Aqreement. The entire and integrated "Agreement" between the Client and the Bank is
comprised of the following documents: (i) this commercial card "piggyback" agreement (the "Base
Agreement"); and the following documents incorporated herein by reference: (ii) the Main Contract; and
(iii) related Bank documentation and such supplements, amendments, and additional program service
terms as may be provided from time to time ("Program Documentation"), to the extent applicable to the
provision of Services to the Client. In the event of any inconsistencies between the terms in the documents
described in the preceding sentence, the order of precedence shall be as follows: this Base Agreement,
the Main Contract, and the Program Documentation. All references to the Original Client in the Main
Contract shall be construed for the purposes of this Agreement as applying to the Client except as
otherwise provided in this Agreement.
3. Term of the Aqreement. This Base Agreement shall have an initial term of five (5) years from the Effective
Date. Thereafter, this Base Agreement shall automatically renew for successive one-year terms unless
earlier terminated as set forth in the Main Contract. This Base Agreement shall remain in effect according
to its terms without regard to the continued existence or enforceability of the Main Contract with respect
to the original parties thereto.
4. Notices. All notices given pursuant to this Agreement, except as may otherwise be specified in the
applicable Program Documentation, shall be sent by ordinary mail, courier, facsimile transmission,
electronic transmission, through internet sites, or by such other means as the Client and the Bank may
agree upon, at such address as either Party may from time to time specify to the other Party.
Piggyback Agreement -Florida -September 2018:19948480_1
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
Representations and Warranties.
a. Each Party to this Agreement represents and warrants that this Agreement constitutes a legal,
valid, and binding obligation enforceable in accordance with its terms, and the execution and
performance of the Agreement (i) does not breach any agreement of such Party with any third
party, (ii) does not violate any law, rule or regulation, (iii) is within its organizational powers, and
(iv) has been authorized by all necessary action of such Party.
b. Each Party to this Agreement further represents and warrants that all appropriate authority
exists so as to duly authorize the person executing this Agreement to so execute the same and
fully bind the Party on whose behalf he or she is executing.
c. Client represents and warrants that the execution and performance of the Agreement does not
violate any law, rule or regulation, or any duty arising in law or equity applicable to Client, including
without limitation, FS 287.056-057.
d. Client further represents and warrants that its policies allow for "piggybacking" and that such
policies and any related procedures have been duly complied with prior to entering into this
Agreement.
Miscellaneous.
a. This Agreement, together with the documents incorporated by reference, constitutes the entire
agreement of the Parties hereto and supersedes any prior understanding or agreement between the
Parties respecting the within subject matter.
b. Neither Party shall be deemed to have waived any right or remedies under this Agreement unless
such waiver is in writing and signed by the waiving Party. No delay or omission in exercising any
rights or remedies shall operate as a wavier of such rights or remedies.
c. This Base Agreement may be amended or waived, subject to applicable law, only in writing signed
by both Parties; provided, however, that, in the event the Bank is required to amend this Base
Agreement due to (i) changes in applicable laws or regulations, (ii) changes in network rules or (iii)
a change to Bank's commercial card program offering that affects all or substantially all of Bank's
clients with commercial card programs, the Bank may unilaterally change the terms of this Base
Agreement upon thirty (30) days prior written notice to the Client. The Client shall be deemed to
have accepted such change if the Client continues to use the Program following the effective date
of such change.
d. In case any provision of this Base Agreement shall be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof,
and this Agreement shall remain operative and binding on the Parties.
e. Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as
creating the relationship of principal and agent or of partnership or of joint venture between the
Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties,
shall be deemed to create any relationship between the Parties other than the relationship of
independent contractors.
f. This Base Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which taken together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
IN WITNESS WHEREOF, the Parties hereto have caused this Base Agreement to be executed by their
respective authorized officers as of the Execution Date.
Client Authorization: The undersigned is an officer, member, manager, director, managing partner, or general
partner (or person authorized to represent the foregoing), as applicable, of Client, authorized to bind Client to enter
into and to perform its obligations under this Agreement. The undersigned certifies to Bank that the governing
body of Client has adopted resolutions or other appropriate and binding measures authorizing Client to enter into
and perform its obligations under this Agreement and that those resolutions or other appropriate and binding
measures were: (a) adopted in accordance with, as applicable, all requirements of law and Client's organizational
or constituent documents, (b) have been entered into the minute books or company records of Client, and (c) are
now in full force and effect. Client shall provide to Bank immediately upon demand conclusive evidence of the
authorizations described above.
CITY OF CLERMONT
H
Signed by:
692F758C492...
Tim Murry, Mayor
Note: The legal name of any member, managing member or general partner who is signing but is not an individual
person must appear in the signature block.
Client Attestation: The undersigned officer, member, manager, director, managing partner, or general partner
(or person authorized to represent the foregoing) of Client, hereby certifies that the individual signing above on
behalf of Client has been duly authorized to bind Client and to enter into and perform its obligations under this
Agreement and that the person sign inev-orDl3ehalf of Client, whose execution of this Agreement was
witnessed by the undersigned, is an off er, member, manager, director, managing partner, or general partner (or
person authorized to represent the foregoing) of (!- -= _`-nossessing authority to execute this Agreement. Client
shall provide to Bank immediately upor deman�-vidence of the authorizations described above.
ATTEST:
DocuSigned by:
T A Nowt
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
Note: The person signing the attestation shall be someone different from the person signing above on behalf of
Client.
JPMORGAN CHASE BANK, N.A.
DocuSigned by:
By: _ 39B9B728845A441...
Print Name: Dominic D'Amato
Title: Authorized officer
Date: 5/31/2024
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
APPROVED
IN SESSION
8
0
AUG � 2023
AUG 0 CUNMASTER COMMERCIAL CARD AGREEMENT
PASTY Version 2-4
This Master Commercial Card Agreement, YAM comprises the Master Terms bgether with any exhibits and Local Schedules
alladied ttherelo, as amended, supplemented or replaced from tine to time (the "Master Agreement"), 's made and entered Iron as
of Ski. term 20gft "Ellfective DaWl and sets forth the teaand conditlahs under which JPMorgan Chose Bark, NA or one
or d Affiliates fMmW) shall provide commercial Card services to Pasco County, a political subdivision of the state of
Florida, by and through its Board of County Commissioners ("Client") who executes this Master Agreement Client and Bank
may be, referred to h this Master Agreement individually as 'Party' and collectively as the "Parties". For good and valuable
u.,",&a, the reoeipt and sulfiaen y of which are hereby admowWged, and intending to bbound
e legairy hereby, Client and
Bank hereby agree as follows:
MASTER TERMS
i Definitions
Each capitalized term used 'n this Master Agreement shall have the folldwinng defined meanings set forth below or as otherwise
set forth herein.
Account means each account established in the name d Client pursuant to this Master Agreement
Affiliate means 9 a Pasco Calrty, FL Constil►fional Office; or 1) an erdy controlling, controlled ly, or under cornumon control
with, directly or indirectly, a Party to this Master Agreement For this purpose, one entity •oorntrW another entfly t f: has the
pope b diced the „G and policies of the other entity (for example, trough the ownership of voting securities or other
equity merest, representation on Its board of directors or otter goveming body, or by contrad).
Applicable Law MEWS all federal, slate, courtly and otter local laws, statutes, regulations, rules, executive orders, supervisory
requirements, licensing regtuiemenis, export requirements, diredives, circdars, deaees, interpretive letters, guidance or other
official releases d or by the Unked States government and/or Slate of Florida goverment, ary authority, department or agency
tiered, or any regulatory or set4egulatory organization that apply to a Parties obligaborts under the Master Agreement
Business Day means a day on which Bank Is open for busUhess as identified In the applicable Loral Schedule, see attached
Exhibit B
Card meats a Network -branded cad that 's sued to Cardholders by Bank upon the request of Client ad approval by Bank,
and Includes any plastic cad bearirg a cad number and aeowits and card numbers with rD associated plastic card, which
includes Vrhual Card Accounts.
Cad Request means a written or electronic transmittal from Gent, reques" Bank b issue a Card(s).
Cardholder means. (A) an IndlMual h whose nerrne a Card s Issued upon proper request ty Client, and (B) any person or entity
authorized ty Client on named Cardholder by Cfien t b use a Cad.
Cardholder Agreement means documentation provided by Bank to Client or Cardholder governing use of a Card bi such
Cardholder Agreement, as may be, mocked from time b time after notification b the dle t, attached hereto as Exhibit Q
Cardholder Credit Limit means the maximum spending limit established h relation b a Cardholder.
Corporate Liability means, b the extent provided by Applicable Law and without waiving ay immunities as provided by law,
Client s solely liable for the Transactions, sub)ec t b the Master Agreement and ay Cardholder Agreement
Credit Card Network or Network means either MasterCard International, Inc or Visa USA, tic, as applicable. The CLide to
Visa USA benefits are attached hereto as Exhibit C
Credit Limit means the rTmxirhem spending Imit established for Client h connection with the Program.
Cycle means the monthly period ending on the sane day each month or, i that day 's not a Business flay, then the following
Business Day or preceding Business Day, as systems may require, or such other period as Batik may specify.
Fraudulent Transactions means transactions made on a Cad or Account by a person, otter than Client or Cardholder, who
does not have actual, implied or apparent authority for such use, and which Cardholder or Client receives no direct or indirect
beheftL
Joint and Several Liabiity means, b the extent provided by Applicable Law and wihout waiving any imnur1ttles provided for
under the law Client and Cardholder are jointly, and severally liable for the subject b the Master Agreement, and
the Cardholder Agreement
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
Local Schedule means a schedule to this Master Agreement which sets forth the terms and conditions applicable to the
commercial card Programs provided to Client in a particular geographic region or country. See Exhibit B
Marks means the name, trade name, and all registered or unregistered service marks of Client, the Network and Bank.
Program means the commercial card system composed of Accounts, Card -use controls, reports to facilitate purchases of and
payments for business goods and services, and related services, all as established in connection with the Master Agreement.
Systems means the systems through which Client can access Account and Transaction data and reports.
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).
Tax Deduction means a deduction or withholding for or on account of Tax from a payment under the Master Agreement.
Transaction means a purchase, a cash advance, fees, charges or any other activity charged to an Account in respect of a Card.
Virtual Card Account cr Single -Use Account means a one-time virtual card number generated for a single transaction.
2 Certain Bank Services
A Subject to prior financial, risk management and compliance approvals by Bank, Bank shall establish Accounts in the name
of Client and, where applicable, issue Cards to employees and authorized representatives of Client who are approved by
Bank and are designated and authorized by Client to incur legitimate business expenses on Client's behalf. Any balance
outstanding associated with an Account for which a corporate liability waiver is requested shall become immediately due
and payable-
* Extension of Program. Upon Client's submission of a request from time to time in the form required by Bank and following
Bank's agreement to do so, Bank will extend the Program to Client's Constitutional Offices. Client s responsible as principal
obligor far all obligations under the Master Agreement [including, without limitation, as principal obligor with respect to all
payment and other obligations as the same relate to its Constitutional Offices and their respective Cardholders and vuaives
any defenses or offsets available to such Constitutional Offices]. Client shall cause each of its Constitutional Offices and
their respective Cardholders to comply with the Master Agreement.
* Notwithstanding the foregoing, Bank shall not be obligated to provide any Account to Client or Client's Constitutional Offices
or any Card to an employee or authorized representative of Client or Client's Constitutional Offices or to process any
transactions in violation of any limitation or prohibition imposed by Applicable Law, including, but not limited to, the
regulations issued by the U.S. Department of Treasury's Office of Foreign Assets Control ('OFAC'j.
D. Receipt Image Services. For purposes of this section, "Receipt Image Services" means the optional services provided
through Bank to allow Client the ability to attach and maintain images] of race ipt(s) on the System, and "Receipt Images}"
means an image of a receipt produced by a Transaction through use ofAocounts and maintained on the System. Receipt
Images will be stored and made available to Client through use of the System. harder to make Receipt Images available
through the System, Client shall first attach to the System images of Client's receipts through use of its own devices. Client
is responsible far verifying the accuracy of the image of its receipts and any other information uploaded and entered into
the System. Client shall ensure that the information contained in the image of the receipt accurately reflects the applicable
Transaction. Receipt Images will be made available online through the System for a maximum of thirty-six (36) months
C'9ystern Image Accessibility Period"). The System Image Accessibility Period includes the month of the Transaction
Date. Bank may, in its sole and absolute discretion, reject Receipt Images provided by Client to be posted on the System.
h addition, Bank may suspend Client's use of the Receipt Image Service at any time without prior notice to Client.
3. Obligations of Client
h connection with the Program, Client shall
A Submit Card Requests in the form and via the method required by Bank, which is pursuant to the application and subject to
change from time to time upon notice to the client. Client shall not give, nor cause or permit to be given, any Card to a
Cardholder before the Cardholder application process defined by Bank s completed.
B Notify each Cardholder at the earliest opportunity: (i] that Cards are to be used only for Client's business purposes; (ii) of
the Cardholder Credit Limit and any other applicable limit; {iii] of Bank suspending a Card or refusing to issue any further
Cards, closing an Account, or ending the Cardholder Agreement; {iv} of revisions to any guide to the use of Cards [if
applicable]; and (v) of the extent, if any, to which Bank will provide Transaction and Account information to third Parties at
Client's request-
C. Use commercially reasonable efforts: (i] to safeguard Accounts using reasonable security procedures, [ii] whe re
applicable, to maintain a process ensuring timely and accurate reimbursement of all Transctlons to its Cardholders; (Ill]
not to exceed the Credit Limit; (irv) to collect and destroy any Cards which are no longer required; and {v to the extent that
Cardholder Agreements and Cardholder documentation are provided, cause Cardholders to comply with the Cardholder
Agreements and Cardholder documentation.
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
D If not previously provided to the actual and prospective Cardholder by Bank, provide to each actual and prospective
Cardholder, h accordance with Bank's instructions, Cardholder documentation supplied by Bank, as may be provided to
Client from time to time upon notice to the client.
E Immediately notify Bank: (i) of any Card or any Account which is rro longer required; and (ii) by phone of any Card that Client
knows, or suspects has been lost. stolen, misappropriated, improperly used or compromised. In connection with Client's
notifications obligations described herein and notwithstanding anything to the contrary contained in this Master Agreement:
Ljg�ility for Fraudent Transactions Followina Notification. Client shall not be liable for any Fraudulent
Transactions made on a Card under any Account after the effective time of such notification to Bank of such
Fraudulent Transaction.
ii. Liability for Fraudulent Transactions Prior to Notification. Subject to the terms and conditions contained in
subsection {iii} below, Client shall not be liable for Fraudulent Transactions made on a Card under any Account
prior to the effective time of such notification to Bank of such Fraudulent Transactions.
iii. Bank reserves the right, h its sole and absolute discretion, to hold Client liable for Fraudulent Transactions should
Bank determine that. subsequent to implementation of Client's Program and at the time that the Fraudulent
Transaction occurred, Client failed to operate its Program h accordance with the following fraud reduction
requirements:
a Client must block required high risk merchant category codes j"MCCs" j identified by Bank and
presented to Client, attached hereto as Exhibit E� and
b Client must maintain reasonable security precautions and controls regarding the dissemination. use
and storage of Account and Transaction data; and
c Client must comply with all other requirements as Bank may reasonably require from time to time and
provided to Client in writing and with a reasonable amount of time to comply.
If Client fails to comply with its obligations described in this subsection (iii), and Bank determines Client to be
liable for Fraudulent Transactions, Bank will either: (1) invoice Client for the amount of such Fraudulent
Transaction minus any amounts collected, or (2) deduct the amount of such Fraudulent Transaction amount from
Client's rebate.
Notify Bank of any Transaction that Client disputes as soon as practicable after the last day of the Cycle during which such
Transaction 6 charged to Client, and in any event within sixty (60) calendar days of the last day of the Cycle. Should the
sixty day fall on a date that 6 not a Business Day as set forth in the Local Schedules, Attached as Exhibit B. Client shall
have urrdl the next available Business Day to notify the Bankk. Notification shall be in writing via U.S. Mail or via electronic
mail to the Bank. Client shall use commercially reasonable effo•ts to assist in obtaining reimbursement from a merchant.
Client or, subject to any Cardholder Agreement and in the case of Cards under any Joint and Several Liability Acoourrts,
the Cardholder, shall not be relieved of liability for any disputed Transaction if the charge -back 's rejected h accordance
with the applicable NetworWs charge -back policy. Bank shall -ot be liable to Client where notice 6 received after such sixty
(60) calendar day period unless specified in the Local Schedule, attached as Exhibit B. Client shall not make a claim
against Bank or refuse to pay any amount because Client or the person using the Card may have a dispute with any
merchant.
G Provide any required notification as set forth in this Master Agreement or obtain authorization under applicable privacy or
data protection legislation.
H Unless previously provided to Bank. obtain and provide to Bank such information as Bank may reasonably request, for the
purposes of investigating the identity of an actual or prospective Card holder or Client or the identity or financial condition of
Client, evidencing authority for Card issuance requests, and assisting h any review of Bank by a regulator with relevant
jurisdiction. Any information provided by Client to Bank shall be, to the best of Client's knowledge, information and belief,
accurate and complete in all material respects.
Make payments for all Transactions posted to Accounts, except for Fraudulent Transactions, subject to Section &E., no
later than the payment date (the "Payment Date"), as specified in the periodic statement. h the event that Client makes
payments other than as contemplated by the periodic statement. Bank may require, and Client shall provide, such
documentation as reasonably required by Bank to reconcile such payments tD the amounts stated as due h the periodic
statement by the Payment Date. Any amount due which is not received by the Payment Date shall be subject to the late
fees as set out in Exhibit A to the Master Agreement. If collection 6 initiated by Bank, Client shall be liable for payment of
Banks reasonable attorneys' fees and other costs and expenses of collection.
d h the case of Corporate Liability Programs, to the extent provided by law and without waiving any immunities. be solely
liable for all Transactions and Client's obligations shall be enforceable regardless of the validity or enforceability of a
Cardholder's obligations. In the case of any Joint and Several Liability Account, Client shall pay Bank, within ten (10)
calendar days of written notice. for any Transactions not paid by a Card holder within one hundred and twenty (120) calendar
days of the first billing in respect of the relevant Transaction.
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
K Unless otherwise provided to Bank, provide Bank with such financial statements and other related information annually, or
as otherwise requested by Bank h form and 'n such detail as Bank may reasonably request.
L Use commercially reasonable efforts to ensure that such applicants to whom it requests Bank to issue Cards and whom
Client authorizes to use the Cards are not identified on a prohibited govemment sanctions list, or otherwise subject to a
sanctions program applicable to Client.
4. Credit Limits and Certain Bank Rights
A Bank may establish a Credit Limit and Cardholder Credit Limit and may establish other limits from time -to -time. The
establishment of a limit does not prevent such limit from being exceeded and, subject to the Master Agreement, Client is
responsible for all amounts including such amounts that exceed a limit.
B. Bank may at any time: (i) increase or decrease any Credit Limit or the Cardholder Credit Limit or any other limit h connection
with any Card or any Account or the Program; (ii) refuse to authorize Transactions; (iii) vary the payment terms, or require
the provision of security or additional security; (iv) suspend or terminate any Card or any Account; (v) decline to open any
Account; or issue any Card or {vi) require MCC authorization restrictions in connection with a Program; (vii) apply or offset
any credit balance hereunder to the payment when due of any amount owing under this M aster Ag ree ment; (viii) offset any
obligation of Client to Bank under this Master Agreement or otherwise against any abligation Bank owes to Client.
5. System Access
A Client shall adhere to all applicable license agreements, security procedures, and terms and conditions regarding the
System, which are viewable upon logging into the System as a link under 'PaymentNet Terms and Conditions', 'Privacy
Policy' and 'Security Best Practices' at www.PaymentNet@JPMorgan.com.
B Client agrees that any access, Transaction, or business conducted on the System is presumed by Bank to have been h
Client's name for Client's benefit, unless otherwise notified by the Client of unauthorized use.
C. Except for unauthorized use by a Bank employee, Client is solely responsible for the genuineness and accuracy of all
instructions, messages and other communications received by Bank from the Client via the System. Bank may rely and act
upon all Client instructions and messages issued with valid credentials.
D. From time to time, Bank may suspend the System when Bank considers it necessary to do so (including, without limitation,
for maintenance or security purposes). Bank will use reasonable efforts to provide Client with notice prior to the suspension.
6. Representations and Warranties
Each Party represents, warrants and covenants that it will comply with Applicable Laws h connection with the performance of 'ts
obligations L.nder the Master Agreement. Each Party represents and warrants that this Master Agreement constitutes a legal,
valid and binding obligation enforceable h accordance with its terms, and that execution and performance of the Master
Agreement: (A) does not breach any agreement of such Party tenth any third party, {B) does not violate any law, rule, or regulation,
or any duty arising h law or equity applicable to it, (C) are within its organizational powers, and (D) has been authorized by all
necessary organizational action of such Party and validly executed by a person(s) authorized to act on behalf of such Party.
Client also represents, warrants and covenants that it will use its commercially reasonable efforts to ensure that the Accounts
and the Cards shall only be used for Client's business purposes. Client also represents and warrants that it will use commercially
reasonable efforts to ensure that such applicants to whom it requests Bank to issue Cards to and whom Client authorizes to use
the Cards/Accounts are not identified on a prohibited government sanctions list, are not located or resident h a sanctioned
country, or otherwise subject to a sanctions program applicable to Client. Bank reserves the right to terminate the Master
Agreement and/or cancel any of the Accounts at any time V Bank determines that a Card has been issued to a person residing
h a sanctioned jurisdiction or where the Cardholder's name, or the name of an individual authorized to use a Card/Account,
appears on a government sanctions list applicable to Client or Bank EXCEPT AS SET FORTH IN THIS MASTER AGREEMENT
OR IN ANY LOCAL SCHEDULE, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS AND WARRANTIES
WHETHER EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
7. Fees and Charges
Bank may change the fees and charges payable by Client at any time, provided that Bank notifies Client at least thirty (30) days
prior to the effective date of the change or such other period as is specified in the applicable Local Schedule. Bank's periodic
statements represent the official reoord of amounts due and awing by Client to Bank regardless of the method(s) by which Client
elects to receive invoice information from Bank (e.g., h electronic form, mappers or other methods). Client acknowledges that it
has an obligation to verify and reconcile its payment obligations to Bank's periodic statements. Client and Bank agree that all
periodic statements shall be sent or made available electronically unless otherwise agreed to h writing. Client specifically agrees
to the delivery and receipt of or access to such electronic periodic statements.
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
8. Term and Termination
A This Master Agreement shall commence as of the Effective Date and continue in full force and effect for a period of five (5)
years unless otherwise terminated in accordance with the terns of this Section 8 Thereafter this Master Agreement may
be renewed for up to three (3) one year terms if mutually agreed to in writing by both parties.
B. Either Parry may terminate this Master Agreement for any or no reason upon sixty (60) calendar days prior written notice to
the other Parry.
C Either Party may terminate this Master Agreement immediately upon the occurrence of one or more of the following events:
@ the other Partys violation of Applicable Law (ii) the liquidation, insolvency or dissolution of the other Parry, (iii) the
voluntary or involuntary filing of bankruptcy proceedings or similar proceedings with respect to the business of the other
Party, or (iv) with the exception of a payment obligation, a ParVs breach of a material obligation under this Master
Agreement that is not cured within thirty (30) calendar days following receipt of written notice of the breach from the non -
breaching Party.
D In addition, Bank may immediately (a) terminate this Master Agreement, (b) terminate one or more services provided for in
this Master Agreement. and/or (c) terminate one or more Cards upon the occurrence of one or more of the following events:
0 Client fails io remit any payment in accordance with the terms of this Master Agreement, (ii) there is a default by Client
or its parent, subsidiary or affiliate in the payment of any debt aged to Bank or a Bank -related entity under any other
agreement, (iii) there 6 a material adverse change in the business, operations or financial condition of Client, or (iv) any
representation or warranty made by the Client or any financial statement or certificate furnished to Bark, shall prove tD be
inaccurate, false or misleading in any material respect when made.
E This Master Agreement shall terminate immediately upon the termination of all Accounts issued pursuant to this Master
Agreement.
IF In the event of termination of this Master Agreement by Bank in accordance with Section 8.0 or Section 8.D above, Client
shall immediately pay all amounts owing under the Agreement, without set-off or deduction.
G In the event of termination of the Master Agreement for any reason other than by Bank in accordance with Section 8.0 or
8.D above, Client shall pay all amounts due and owing under this Master Agreement in accordance with the settlement
terms of the Program, without set-off or deduction.
H Upon termination of this Master Agreement for any reason, Client shall promptly destroy all physical Cards furnished to
Cardholders.
I Client (upon notice to Bank) may suspend or terminate any Account or any Card under any Account at any time and for any
reason.
d After this Master Agreement or any Local Schedule terminates or expires. the terms of this Master Agreement that expressly
or by their nature contemplate performance after termination or expiration will survive and continue in full force and
effect. Notwithstanding anything ID the contrary contained in this Section $ the provisions of this Master Agreement shall
remain in effect until all Cards and Accounts have been cancelled.
9. Limitation of Liability
A In the event of litigation, either party shall be liable only for actual damages which the other client suffers or incurs as a
direct resuft of negligence or wiffuI misoonduct of the other and shall not be liable for any other loss or damage of any nature.
B TO THE MAXIMUM EXTENT PERMITTED BY LAW, N ND EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
UNDER ANY THEORY OF TORT, CONTRACT. STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT. INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR THE LIKE,
INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EACH OF WHICH ARE EXPRESSLY EXCLUDED BY
AGREEMENT OF THE PARTIES HEREIN REGARDLESS OF WHETHER SUCH DAMAGES WERE REASONABLY
FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Confidentiality
Except as expressly provided in this Master Agreement, all information furnished by either Parry h connection with this Master
Agreement, the Program or Transactions shall be kept confidential. The foregoing obligation shall not apply to information that
(A) 6 already lawfully known when received without an obligation of confidentiality other than under this Master Agreement, (B)
6 or becomes lawfully obtainable from other sources who are not under a duty of confidentiality, (C) is h the public domain when
received or thereafter enters the public domain through no breach of this Section; (D) is developed independently by the receiving
Parry without use of the disclosing Partys conf dential infon-nation; (E) is h an aggregate form non -attributable to the disclosing
Party; (F) is required ID be disclosed to, or in any document filed with, the U.S. Securities and Exchange Commission (or any
analogous body or any registrar of companies or other organizations in any relevantjurisdiction), banking regulator, or any other
governmental agencies, (G) 's required by Applicable Law, including but not limited to the Florida Public Records Act in be
disclosed and notice of such disclosure is given (when legally permissible) to the disclosing Party, or (H) may be disclosed as
provided h the Cardholder Agreement or other Cardholder -related documentation. Notice under (G), when practicable and not
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
an impediment to fulfilling the requirements of the law, shall be given sufficiently in advance of the disclosure to permit the other
Parry to take legal action to prevent disclosure. Bank may also disclose confidential information to service providers, the
Networks, and any other authorized third parties h connection with Banks provision of Program services; provided, that these
authorized third parties are subject to obligations of confidentiality at least as restrictive as those set forth in this Section 10
11. Miscellaneous
A Except as otherwise mutually agreed, neither Party shall use the Marks of the other Party without its prior written consent.
If Client elects to have its Marks embossed on the Cards or provide them to Bank for other uses, Client hereby grants Bank
a non-exclusive limited license to use the Marks for the foregoing purposes.
B. If any provision of this Master Agreement is found by, a court of competent jurisdiction to be unenforceable, such provision
shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to
render it enforceable, preserving to the fullest extent permissible the intent of the Parties set forth in this Master Agreement.
The failure of either Parry hereto io enforce any right or pursue any remedy hereunder shall not be construed to be a waiver
thereof.
C. Bank and Client will at all times be independent contractors. In furtherance of the Parties' mutual interests in this Master
Agreement, no third parry will be deemed an intended or unintended beneficiary of this Master Agreement. This Master
Agreement 6 enforceable only between the Parties hereto and shall not be subject to any actual or implied right or
obligations of, or commitment to, any third party without the prior written consent of either Party.
D. In the regular course of business, Bank may monitor, record and retain telephone conversations made or initiated to or by
Bank from or to Client or Cardholders. The Bank shall notify Client or Card holder when any such action s occurring.
E This Master Agreement shall be binding upon and inure to the benefit of Client and Bank and their respective successors
and permitted assigns. This Master Agreement, or any of the rights or obligations hereunder, may not be assigned by either
Party without the prior written consent. Notwithstanding the foregoing, the Bank may assign any of its rights or obligations
hereunder ID any subsidiary or affiliate of its parent company without consent of Client.
F. This Master Agreement constitutes the entire agreement between the Parties with respect to its subject matter and
supersedes all prior or contemporaneous proposals, understandings, representations, negotiations, and agreements of any
kind, whether written, oral, expressed or implied, relating to the subject matter thereof. This Master Agreement may be
amended or waived, subject to Applicable Law, only I notice to Client in writing from Bank
G. This Master Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect
as if the signatures were upon the same document. Facsimile signatures shall have the same force and effect as the
original.
H. SECTION INTENTIONALLY DELETED
I Unless Client provides Bank with a valid applicable exemption certificate or other proof of exemption, Client will pay or
reimburse Bank upon demand for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and
withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Master Agreement.
any Account or any Transactions, except if imposed on the overall net income of Bank If a Tax Deduction 's required by
law, the amount of the payment due to Bank from Client will be increased to an amount which (after making the Tax
Deduction) leaves an amount equal to the payment which would have been due to Bank if no Tax Deduction had been
required.
J. Neither Bank nor Client shall be liable for any loss or damage to the other for its failure to perform or delay in the performance
of its obligations under this Master Agreement, if such non-performance or delay is caused directly or indirectly by an act of
God, act of governmental authority, de jure or de facto, legal constraint, war, terrorism. catastrophe, fire, flood or electrical.
computer, mechanical or tel eoomm u n icabons failure. or failure of any agent or correspondent, or unavailability of a payment
system, or other natural disaster or any cause beyond its reasonable control.
K Any disputes between the Parties hereto concerning this Master Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to choice of law provisions thereof. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY N
ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF, BY REASON OF, OR RELATING TO THIS
AGREEMENT, THE INTERPRETATION THEREOF OR TO ANY TRANSACTIONS HEREUNDER. THIS WAIVER IS
KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES.
L Client acknowledges that Bank prohibits the use of Cards under any Accounts to conduct transactions (including, without
limitation, the acceptance or receipt of credit or other receipt of funds through an electronic kinds_ transfer, or by check, draft
or similar instrument or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful internet
gambling. The term "'unlawful internet gambling," as used here, shall have the meaning as set forth in 12 C.F.R. Section
233.2(bb).
M. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units I oost0d in ar* country in
which Bank conducts business or has a service provider. Client authorizes Bank to transfer Client lnfamiatlon to such
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
affiliates, branches or units at such locations as Bank deems appropriate Bank reserves the right to store, access, or view
data in locations it deems appropriate for the services provided
N All notices and other communications required or permitted to be given under this Master Agreement shall be n writing
except as otherwise provided herein, and shall be effective on the date on which such notice s actually received by the
Party to which t is addressed All notices may be sent to the Client by ordinary mad, electronic transmission, or through
internet sites„ at the address of the Client provided to the Bank Unless otherwise arranged, all notices to the Bank must
be sent to the Client's relationship manager or program coordinator team managing the relationship or to any other address
notified by the Bank to the Client n writing from time to time, and may be sent by ordinary mad, or by electronic transmission.
0. If any credit arises on an Account with respect to a Card (for example as a result of a duplicate payment, merchant refund
or refund for a disputed transaction), Bank will apply the credit to offset any amount owed to Bark either then or at any later
lime, under this Master Agreement Bank may at its option pay it to the relevant Cardholder or Client using any method
chosen by Bank
N WITNESS WHEREOF, the Parties have caused this Master Agreement to be executed by their duly authorized representatives as
of the Effective Date
J GAN CHASE N.A. ByY.
Name:
Title: A1918112fb OFFIGE4
Client Authorization: The undersigned is an officer member, manager director, managing partner, or general partner (or person
authorized to represent the foregoing), as applicable of Client, authorized to bond Client to enter into and to perform its obligations
under this Master Agreement The undersigned certifies to Bank that the governing body of Client has taken an appropriate and
bonding measures authorizing Client b enter into and perform ds obligations under this Master Agreement and that appropriate and
bonding measure was (a) adopted n accordance with, as applicable, all requirements of law and Client's organizational or constituent
documents. (b) have been entered into the minute books or records of Client, and (c) are now n full force and effect Client shall
provide to Bank immediately upon demand conclusive evidence of the authorizations described above n the forth of an agenda item
and minutes of the Board of County Commissioner meeting reflecting the vote taken
PASCO COUNTY, FLORIDA, through its Board of County Commissioners
By ^C• � '�`'�' tN 3 SSt0N
Name Jack tanano Aur, p a 2023
Title Chairman of the Board of County Commissioners pmco O( VNTM
Note The legal name of any member, managing member or general partnbf''a6ti8 is signing but is not an individual person must
appear n the signature block
Clie�{�ji��)' The undersigned constitutional officer, the Pasco County Clerk of Courts at>d Comptroller who ads as Clerk to
they��),IpNr>�mmissoners, hereby certifies that the Charman signing stove on behalf of Client has been duly authorized
tQ`.�i�t1 lie I�,x �o.�rft� into and perform Rs obligations under this Master Agreement and that the person signing above m behalf
2if �I�eti�v�V�S!;lut�itt-6f this blaster Agreement was witnessed by the undersigned, s an constitutronal officer of Client possess+ng
aZ`q�fioMy to execute tfy§f�tWaster Agreement. Client shall prowde to Bank immediately opal demand conclusive evidence of the
By''.
Clerk & Comptroller
Note The person signing the attestation shall be someone different from the person signing above on behalf of Client
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
EXHIBIT A to the Master Terms
FEES & INCENTIVES
1. DEFINITIONS. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set
forth in the Agreement.
"Average File Turn" has the meaning given to it in Section 3-Ai .
"Combined Net Charge Volume" means the sum of U.S. Net Charge Volume and U.S. Net Virtual Card Charge Volume.
"Combined Total Charge Volume" means the sum of U.S. Total Charge Volume and U.S. Total Virtual Card Charge Volume.
"Contract Year" means a 12-month period beginning on the Effective Date of this Agreement or any anniversary of such date.
"Credit Losses" means all amounts due to Bank in connection with any and all Cards or Accounts that Bank has written off as
uncollectible, excluding amounts due in respect of Fraudulent Transactions.
"Discount Interchange Rate Transactions" means transactions made on any and all Cards or Accounts with either an
interchange rate below 2.00% under applicable Credit Card Network rules or a Supplier Fee below 2.00%- Those Transactions
include but are not limited to Large Ticket Transactions, level 3 Transactions, MasterCard and Visa Partnership programs, and
any other programs entered into by the Networks, Client, merchants, Bank, or others whereby the parties to those programs
have agreed to interchange rates or Supplier Fees below 2.00% for certain transactions.
"Discount Interchange Rate Transaction Volume" means total Discount Interchange Rate Transactions made on any and all
Cards or Accounts, net of returns, cash advances, convenience check amounts and Fraudulent Transactions. Discount
Interchange Rate Transaction Volume is comprised of two categories based on either the interchange rate or Supplier Fee of
each transaction as follows:
"Discount Interchange Transaction Volume Category 1" covers all Discount Interchange Rate Transaction Volume
with interchange rate or Supplier Fee at or above 1.00% {interchange rate or Supplier Fee from 1.00% - I-9940;:.
"Discount Interchange Transaction Volume Category 7' covers all Discount Interchange Rate Transaction Volume
with interchange rate or Supplier Fee below 1.00% (interchange rate or Supplier Fee from 0.00% - 0.99%)-
"Fraudulent Transactions" means transactions made on a Card or Account by a person, other than Client or Cardi who
does not have actual, implied, or apparent authority for such use, and which the Cardholder or Client receives no direct or i idirect
benefit.
"J.P. Morgan Virtual Connect Network" means Bank's proprietary payments technology platform to which merchants may
register to receive payment from Client in connection with Client's Program{s}.
"Settlement Terms" means the combination of the number of calendar days in a billing Cycle and the number of calendar days
following the end of a billing Cycle to the date the payment is due. Settlement Terms are expressed as X & Y, where X s the
number of calendar days in the billing Cycle and Y s the number of calendar days following the end of a billing Cycle to the date
the payment is due.
"Supplier Fee" cr "Merchant Transaction Fee Rate' means the fee established by Bank, in its sole discretion, payable by
merchant accepting payment from Client for Transactions made through the J.P. Morgan Virtual Connect Network.
"U_S_ Net Charge Volume" means total charges made on any and all U.S. dollar issued Cards or Accounts, net of returns, cash
advances, convenience check amounts and Fraudulent Transactions. U.S. Net Charge Volume does not include any Discount
Interchange Rate Transaction Volume or U.S. Net Virtual Card Charge Volume.
"U.S. Net Virtual Card Charge Volume" means total charges made on any and all U.S. dollar issued Virtual Card Accounts,
net of returns; cash advances and Fraudulent Transactions. U.S. Net Virtual Card Charge Volume does not include any Discount
In,ercia ige Rate Transaction Volume.
"U.S. Total Charge Volume" means the sum of U.S. Net Charge Volume and Discount Interchange Rate Transaction Volume
associated with the U.S. Purchasing Card Program(s).
"U.S. Total Virtual Card Charge Volume" means the sum of U.S. Net Virtual Card Charge Volume and Discount Interchange
Rate Transaction Volume associated with the U.S. Virtual Card Account Program[s].
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
2 REBATES
A Volume Rebate
Bank will aay Client a rebate based on the annual Combined Total Charge Volume achieved according to the following
schedule. The rebate will be calculated as the Volume Rebate Rate (as determined according to the following schedule)
multiplied by the annual Combined Net Charge Volume, subject to the rebate adjustments below.
Combined
U.S. Purchasing Card and U.S. Virtual Card Programs
Volume Rebate Rate applied to annual Combined Net Charge
Volume by Program Settlement Terms
Annual Combined Total Charge Volume at or above: Settlement Terms130 & 14
$1,000,000
1.50%
$4,000,000
1.65%
$7,000,000
1.75%
$10,000.000
1.85%
$12,500.000
1.98%
$15,000.000
1.90%
S17,500,000
1.93%
$20,000.000
1.95%
S25,000,000
2.00%
S30,000,000
2.01 %
S35,000,000
2.02%
S40,000,000
2.03%
S45,000,000
2.04%
S50,000.000+
2.05%
B Discount Intercogncle Rate Transaction Rebate
Should Client achieve the minimum annual Combined Total Charge Volume required to ear a Volume Rebate as stated
above, Bank will pay Client a rebate based on annual Discount Interchange Rate Transaction Volume associated with each
Program. The rebate will be calculated as the Discount Interchange Transaction Rebate Rate (with categories as
determined according to the following schedule) multiplied by the annual Discount Interchange Rate Transaction Volume
for each respective category associated with each Program, subject to the rebate adjustments below.
Combfned
U.S. Purchasing Card and U.S. Virtual Card Programs
Discount Interchange Rebate Rate Categories Settlement Terms @30 & 14
Category 1 0.95%
Category 2
3. REBATE ADJUSTMENTS
A Averaae File Turn Adiustment
i Programs Contracted on Settlement Terms of 30 & 14
a For purposes of this Section 3.A i, "Average File Tum" means the annual average outstanding balance for
Programs contracted on Settlement Terms of 30 & 14 (i.e. sum of the average outstanding balances for each
calendar month divided by 12) divided by the annual Combined Total Charge Volume associated with Programs
contracted cn Settlement Terms of 30 & 14, multiplied by 365.
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
The Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will be adjusted (either increased
or decreased as applicable) based on the Average File Turn of Client's Programs) over a calendar yearlContract
Year C'Arrerage File Turn Adjustment').
Programs with Settlement Terms of 30 & 14 will have an Average File Turn of 29 if Client spends ratably
throughout each Cycle. The Average File Turn Adjustment for Client's Programs) with Settlement Terms of 30
& 14 is calculated by determining the difference between Client's actual Average File Turn for such Program(s)
and 29. If Client's actual Average File Turn for such Programs) is less than 29, the Volume Rebate Rate and
Discount Interchange Transaction Rebate Rate will each be increased by 0.0050% for each whole number less
than 29. If the actual Average File Turn for such Program(s) is greater than 29, the Volume Rebate Rate and
Discount Interchange Transaction Rebate Rate will each be decreased by 0.0050% for each whole number
greater than 29 but less than 46.
ii. If Client's actual Average File Turn under Section 3Ai is greater than 45 days, Client will not qualify for any rebate
payment (as described below n the General Rebate Terms Section).
E Interchange Rate or Supplier Fee Adiustment
Ir the event cf � reduction in either interchange rates by the Credit Card Networks or Supplier Fee, Bank reserves the right
to adjust the rebate rates and fees accordingly.
A GENERAL REBATE TERMS
A Annual Rebates
i Rebates will be calculated annually in arrears. Rebate payments will be made n USD within the ninety (90) day period
after the end of the Contract Year (the "Rebate Calculation Period') via wire transfer to a business account designated
by Client and authenticated by Bank. Payment is contingent upon Bank receiving Client's wire instructions and Bank's
authentication of such instructions prior to the end of the Rebate Calculation Period.
ii. Rebate amounts are subject to reduction by all Credit Losses. If Credit Losses exceed the rebate earned for any
Contract Year, Client shall pay to Bank the amount in excess of the rebate, which invoice shall be due and payable n
accordance with the terms of such invoice. If Client is participating n more than one Program, Bank reserves the right
to offset any Credit Losses from one Program against any rebate earned under any other Program. In no event will
Bank pay Client a rebate for the year n which the Agreement is terminated.
R To qualify for any rebate payment, all of the following conditions must be met.
i Client is not n default under the Agreement at the time of rebate calculation and payment.
ii. Account(s) must be current at the time of rebate calculation and payment.
iii. Average File Turn must be less than 46 days (as stated in the Average File Turn Adjustment section).
iv. Settlement of any centrally billed account must be made by automatic debit.
5 SETTLEMENT TERMS
Payment must be received by Bank n accordance with the Settlement Terms. Late payments shall be subject to fees as specified
n the Fees Section of this Exhibit. Settlement Terms are 30 & 14 for the U.S. Purchasing Card and U.S. Virtual Card Program(s).
Unted States - Purchasing Card and Virtual Card
The folowing are the fees associated with U.S. Purchasing Card and U.S. Virtual Card programs:
STANDARD SERVICES AND FEES
Late payment charge
International transaction
I` Standard card
1 ADDITIONAL SERVICES AND FEES
Cash advances
Convenience check
Central bill: 1% of full amount past due assessed at end of the Cyc e r
which payment first became due and each Circle thereafter
1.5% of the US Dollar amount charged (WAIVED for Visa Virtual Card
Transactions only)
$0.00
2.5% of amount advanced ($2.50 minimum with no maximum)
2°Io of check amount (51.50 minimum with no maximum)
If Client requests services not listed in this schedule, Client agrees to pay the fees associated with such services.
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
Exhibit B to the Master Terms
LOCALSCHEDULEFORTHEUNITEDSTATES
This Local Schedule for the United States C'US. Schedule") sets forth the terms and conditions that will apply to Bank's establishment
of Accounts n the name of Client andlor one or more Client's Constitutional Offices and issuance of Cards to its and their respective
employees and authorized representatives in the United States. This U.S. Schedule is made a part of and incorporated into the Master
Terms as though fully set forth therein. If a provision of this U.S. Schedule conflicts with the Master Terms, the provision of this U.S.
Schedule will prevail.
I. Overview
Bank shall issue Cards under the Program n the United States (U.S. Progrdm") n United States Dollars, and Client may
participate n the U.S. Program subject to the terms of this U.S. Schedule.
II. Definitions
Capitalized terms used but not defined n this U.S. Schedule will have the meanings given to them in the Master Terms. For
purposes of this U.S. Schedule, the following terms shall be defined as set forth below:
Business Day means a day on which Bank and Federal Reserve Banks are open for business. The Bank and Federal Reserve
Banks are open for Business Monday - Friday unless ii is a Bank or Federal Reserve Bank acknowledged holiday. For 2023,
the Bank and Federal Reserve Banks are not open on the following acknowledged holidays: New Year's Day (January 1, 2023),
Martin Luther Kng, Jr. (Monday, January 16, 2D23), Washington's Birthday (Presidents' Day) (Monday, February 20, 2D23),
Memorial Day (Monday, May 29, 2D23), Juneteenth National Independence Day (Monday, June 19, 2023), Independence Day
(Tuesday, July 4, 2023), Labor Day (Monday, September4, 2D23), , Veterans' Day (Saturday, November 11, 2023), Thanksgiving
Day (Thursday, November 23, 2023), and Christmas Day (Monday, December 25, 2D23). Annually, if requested by the Client,
the Bank shall provide the Client with a schedule of that years' holidays for the Bank and the Federal Reserve.
International Transaction means any Transaction that is made n a currency other than U.S. dollars or is made in U.S. dollars
outside of the Unite,: States of America.
III. Certain Additional Terms
Client represents end warrants that the Cards and Accounts to be issued and established under this U.S. Schedule are
substitutes for accepted cards and accourrts, or will be sought and issued only in response to written requests or applications for
such Cards or Accounts. Client shall retain such applications (paper or electronic) for any Card when such application is not
provided to Bank, for a period as defined in the State of Florida General Records Retention Schedule for State and Local
Government Agencies GS1-SL but no less than twenty-five (25) months after the application has been received and acted upon,
whichever is a greater period of time..
IV. Fees and Incentives
The fees and charges and incentives (if any) related to this U.S. Schedule are set forth on Exhibit A to the Master Terms.
V. Notices
All notices and other communications required or permitted to be given under this U.S. Schedule shall be in writing except as
otherwise provided herein, and shall be effective on the date on which such notice is actually received by the Party to which it 's
addressed. All notices may be sent to the Client by ordinary mail, electronic transmission, or through internet sites, at the address
of the Client provided to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Client's relationship
manager or program coordinator team managing the relationship or to any other address notified by the Bank to the Client in
writing from time to time, and may be sent by ordinary mail, or by electronic transmission.
VI. International Transactions and Fees
If an International Transaction is made in a currency other than U.S. dollars, the applicable Network will convert the Transaction
into U.S. dollars using its respective currency conversion procedures. The exchange rate each Network uses 10 convert currency
is a rate that it selects either from the range of rates available in the wholesale currency markets for the applicable processing
date (which rate may vary from the rate the respective entity itself receives), or the government -mandated rate n effect on the
applicable processing date. The rate n effect on the applicable processing date may differ from the rate on the date when the
IntematicnaI Transaction occurred or when the Card was used. Bank reserves the right to charge an International Transaction
Fee, as specified herein. The International Transaction fee will be calculated on the U.S. dollar amount provided to Bank by the
Network
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
VII, Governing Law
—his U.S. Schedule and any matters arising out of or in relation to this U.S. Schedule shall be governed by and construed
acccrda-ce with the laws of the State of Florida without reference to the principles of conflicts of that State.
VI. Compliance with Public Records Act.
The Bank shall allow public access to documents and materials made or received pursuant ID this Master Agreement by either party
h accordance with the requirements of Florida's Public Records Act, Chapter 119, Florida Statutes. To the extent required by Section
119.0701, Florida Statutes. the Bank shall (a) keep aril maintain public records required by the Client's to perform the services under
the Agreement; (b) upon request from the Client's custodian of public records, provide the Client's with a copy of the requested records
or allow the records to be inspected or copied within a reasonable time ata cost that does not exceed the cast provided for under
Florida's Public Records law (c) ensure that public records that are exempt or confidential and exempt from the public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract term aril following completion
of the contract, if the Bank does not transfer the records to the Client's; and (d) upon completion of the contract, transfer, at no cost
to the Client. all public records h possession of the Bank Upon transfer, the Bank shall destroy any duplicate public records that are
exempt or confidential and exempt from the public records requirements. All records stored electronically must be provided to the
Client h a format that is compatible with the information technology systems of the Client. All documentation produced as part of this
Agreement will become the property of the Client. This paragraph shall survive the expiration or termination of this Master Ag reement.
F THE BANK HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE BANK'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS MASTER
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
PURCHASING DEPARTMENT, CHRISTOPHER ARNONE, 7536 STATE
STREET, SUITE 221, CARNONE(dPASCOCOUNTYFL.NET, 727-847-
8194 EXT. 8436.
Under Florida law, a Bank who fails to provide the public records to the Client within a reasonable time may be subject to penalties
under Section 119,10, Florida Statutes, and such non-compliance will constitute a breach of the Master Agreement and may serve as
grounds for termination of this Master Agreement.
IX. RETENTION OF DOCUMENTS
All documents prepared or obtained under this Master Agreement are the property of the Client without restriction or limitation on their
Lee and shall be made available upon request to the Clierd at any time.
Said records and documentation shall be retained by the Bank h accordance with its data retention policies and practices as may be
applicable from time to time until the expiration of the applicable statute of limitations, but in no event beyond six (6) years from the
date of the relevant transaction and made available to the Client for a minimum of five (5) years from the date of termination of the
Master Agreement. Upon reasonable notice, the Client shall have the right to audit, inspect, and copy all such directly pertinent
records and documentation that are directly related to transactions performed under this Master Agreement as often as the Client
deems necessary during the term of this Agreement and during the above referenced five (5) year period at actual costs; provided.
however. such activity shall be conducted only during normal business hours. If agreed to by the parties, the Bank shall retain records
and supporting documentation until further notified. Notwithstanding the foregoing or anything to the contrary in this Master
Agreement, the Client acknowledges that Bank does not permit general inspections or general third party audits due ID the
confidentiality and security obligations related to financial and customer data required of financial institutions and that the Client shall
not be entitled to access any examination reports or flings made by or to the Bank's regulators or other applicable supervisory
authorities or any other data or information that the Bank is precluded by contractual commitment, regulation, or other applicable law
from disclosing to third parties.
X. CONFLICT OF INTEREST
The Bank represents that, to the best of its knowledge and belief, it presently has no interest, either direct or —indirect, that may or
could conflict in any manner with the performance of the services required by this Master Agreement, and which Irrt+rest has not been
disclosed to the Client in writing. Bank has banking and other business relationships in the 4ortre 1 course of business with various
persons or entities, which may include employees, officers, directors. etc. of Client. Such relatlonshlps generally are governed by our
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
usual and customary terms and corrdifions. The Bank's Code of Conduct prohibits any employee h general from acting m behaff of
the bank h any transacfion or business relationship involving such empbyee, members of hislher family, or other persons or
organizations with v*k:h such employee or hishier family have any significant personal connection or financial interest
Banc and its affiliates may he providing treasury services, debt financing, equity capital or other services (including financial advisory
services) to other companies, organizations or governmental entities with which you may have conflicting interests. Banc does not
believe that the provision of such services, products or financng arrangements in the ordinary course of its business to any such entity
would interfere with Is ability to provide the services under this Master Agreement
XI. E-VERIFY
EFFECTIVE JANUARY 1, 2021, A CONTRACTOR CR CONSULTANT ENTERING INTO A CONTRACT
WITH A PUBLIC ENTITY (SUCH AS THE CLIENT) 6 REQUIRED TO BE REGISTERED WITH THE U.S.
DEPT. OF HOMELAND SECURITY'S E-VERIFY SYSTEM AND TO UTILIZE IT TO VERIFY THE WORK
AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES THROUGHOUT THE TERM OF THE
MASTER AGREEMENT. THE CONTRACTOR CR CONSULTANT SHALL ALSO BE REQUIRED TO
OBTAIN AND RETAIN AFFIDAVITS FROM ALL SUBCONTRACTORS OR SUBCONSULTANTS
UTILIZED DURING THE MASTER AGREEMENT VERIFYING THAT THEY DD NOT EMPLOY,
CONTRACT WITH, OR SUBCONTRACT WITH ANY UNAUTHORIZED ALIENS AS THAT TERM G
DEFINED N 8 U.S.C.s. 1342a(h)(3). THE FAILURE TO COMPLY WITH THIS REQUIREMENT
CONSTITUTES GROUNDS FOR TERMINATION CIF THE CONTRACT AND FOR SUCH OTHER
PENALTIES AS PROVIDED UNDER SECTION 448.095, FLA STAT.
F A PUBLIC EMPLOYER HAS TERMINATED A CONTRACT WITH A CONTRACTOR FOR FAILURE TO
COMPLY WITH THE REQUIREMENTS OF THE PARAGRAPH ABOVE, THE CONTRACTOR MAY NOT
BE AWARDED A PUBLIC CONTRACT FOR AT LEAST ONE YEAR AFTER THE DATE ON WHICH THE
CONTRACT WAS TERMINATED.
THE CLIENT RESERVES THE RIGHT TO REQUEST VERIFICATION OF COMPLIANCE FROM ITS
CONSULTANTS AND CONTRACTORS DURING THE TERM OF ITS CONTRACT WITH THE CLIENT
AND FOR A PERIOD OF UP TO FIVE (5) YEARS THEREAFTER. SHOULD A CLIENT RETAINED
CONSULTANT, CONTRACTOR AND/OR ITS SUBCONSULTANT'S BE FOUND TO BE NON-
COMPLIANT WITH E-VERIFY AS PART OF A FEDERAL AUDIT OR OTHER INQUIRY, THE
CONSULTANT, CONTRACTOR AND/OR ITS SUBCONSULTANT(S) WILL EE SOLELY RESPONSIBLE
FOR THE PAYMENT OF ANY FINES OR COSTS IMPOSED UPON THE CLIENT A5 A RESULT OF
SUCH NON-COMPLIANCE. COMPLIANCE WITH THIS SECTION IS MANDATORY FOR ALL
CONTRACTS.
XII. SCRUTINIZED COMPANIES
The Bank hereby certifies h accordance with § 287.135 (5), Ra. Stat. that it is not cn the Scrutinized
Companies with Activities h Sudan List or the Scrutinized Companies with Activities h the Iran Petroleum
Energy Sector List and that it does not have business operations in Cuba or Syria. Further, at the time of
entering into this Master Agreement, the Bank is not participating h a boycott of Israel. Should the Bank's
certification be discovered to be false backed on credible information available to the public, such false
certification is grounds for termination of this Master Agreement by the Client h accordance with § 287.135,
Fla. Stat.
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
xlll. EXHIBITS:
Exhibit C - Visa Guide to Benefits
Exhibit ❑ - Cardholder Agreement
Exhibit E - MCC Worksheet
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
JPMorgan Chase Bank, National Association
CERTIFICATE
I, Alysee N. Pelletier, do hereby certify that I am a duly appointed Assistant Corporate
Secretary of JPMorgan Chase Bank, National Association, a national banking association formed
under the laws of the United States (the "Bank"), and that set forth below is a true and correct
copy of a resolution duly adopted by the Board of Directors of the Bank on March 20, 2018. I
further certify that the said resolution is still in full force and effect as of the date hereof.
"RESOLVED that loan agreements, contracts, indentures, mortgages, deeds,
releases, conveyances, assignments, transfers, certificates, certifications,
declarations, leases, discharges, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, guarantees, proxies, requisitions,
demands, proofs of debt, claims, records, notes signifying indebtedness of
JPMorgan Chase Bank, N.A. (the `Bank") and any other contracts, instruments or
documents in connection with the conduct of the business of the Bank
("Documents"), whether or not specified in the resolutions of the Bank's Board of
Directors (the "Board"), may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Bank by the Chairman of the Board, the Chief
Executive Officer of the Bank ("CEO"), a President, the Chief Operating Officer,
a Vice Chairman of the Board, a Vice Chairman, any member of the Firm's
Operating Committee (an "Operating Committee Member"), any Executive Vice
President, the Chief Financial Officer, the General Counsel, the Treasurer, the
Controller, the Chief Risk Officer, the Secretary, any Senior Vice President, any
Managing Director, any Executive Director, any Vice President, or any other
officer having a functional title or official status which is at least equivalent to any
of the foregoing corporate titles, and the seal of the Bank may be affixed to any
thereof and attested by the Secretary, any Assistant Corporate Secretary, or any of
the foregoing officers; provided, however, that any guarantees, comfort letters or
other letters of support issued by the Bank in respect of obligations of any of the
Bank's affiliates or subsidiaries ("Support Documents") may be executed only
where consistent with such resolutions of the Board dated December 8, 2015, as
amended, relating to the provision of Bank guarantees and other support issued by
the Bank in respect of obligations of its subsidiaries and affiliates."
I further certify that the individual listed on the attached schedule holds the corresponding
title indicated on the schedule for the Bank and is empowered to act in conformity with the
referenced resolution.
JPMorgan Chase Bank, National Association Page 1 of 3
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
This certificate may be executed and delivered by electronic means. Such electronic
signature shall be valid and binding as of the date indicated by the timestamp accompanying the
electronic signature.
Alysee N. Pelletier
an June 20, 2023 17:30:02 EDT
Alysee N. Pelletier
7PMorgan Chase Bank, National Association Page 2 of 3
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
Schedule
Name Title
John T McAuley Managing Director
JPMorgan Chase Bank, National Association Page 3 of 3
Fyhihit CC"
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF31
Visa® Commercial Card
Guide to Benefits
Your Guide to Benefit describes the benefit in
effect as of 4/30/21. Benefit information in this
guide replaces any prior benefit information You
may have received. Please read and retain for
Your records. Your eligibility is determined by
You rfinancial institution.
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF31
Emergenaes can escalate quicklywhen Yw are traveling
away from home Something that a relativelystmight
forward when You are not travebng, Wer.pla hg prescription
medication, can be a difficult task when You are dealing wrth
local laws or language barriers
Travel and Emergency Assistance Seances are made ovmlable
to help You incase of an emergency while You are travebng
away from home The Benefit Administrator wn connect
You with the appropriate 1-1
emergency and assistance
r rces ...lable, 24 hours a day, 365 days a year
z noHthindintoocrosiorwliswes wchmdirtanw,
lomtion, or time, neither the B... fit Administrator .'it'
<e providers can be responsible for the availability,
suits of any medical, legal, transportation, or
other services.
What—Trow 9ud..pen d F,.,. e... Assist,, Serv'cm
and hdo I use these sere s whI need them?
Travel and Emergency Assistance Services ore made available
. Vou, if You are a cardholder of an eligible card issued m the
United States. Vou, Vwr Immed— Family Members and
busness assoaates are. eligible to use these services
Travel and Em ,en,Assistonce Services provide assistance
and referral only You are responsble for the vest of airy—.1
medical, legal, transportation, cash advance, or other services
or goods provided
To use the services, simply call the toll -free, 24-hour Beneft
Administrator line at 1-888-992-6029. If You are outside the
United States, call collect at 1-804-673-1675.
What are the s—ific services and how can they
hem
• Emergency Message Se - can record and relay
mergency messages for Vavelers, their Immeda Family Members or business asswiates The Benefit Administrator
will use reasonable efforts. relayemergency m ihn
cordance wrth benefit guidelines and hmitat%but
nnottoke responsibility for the failure to trmxsmit any
m swge wccessfully All mete are Y r--ibility.
• Medical Referral Assistance -provides medical referral,
onitoring, and follow-up The Benefit Admmstrator inn
give You names of local E,lish-speaks,, doctors, demists,
and hasprtols, assign a donor to mnwh by phone wrth l l
medi.l perwnnel, if neceswry, to manta, Your coiWition,
keep in —wrth Yaur Tamely, and prande.ntinuing
limso., and help You arrange medical p.ymentsfram Yaur
personala.ount All—bi—Y rnsponsf6flity.
• Legal Referral Assistance -inn arrange..WU wrth
Enghsh-speaking attorneys and U. S. embassies and
.
nsulates f You're detained by local authorities, have.—a,
ave a.r
cciden eed legal -set.— . In addition, the Benefit
Adm wrth note bail P.M from You
personal.—t The Benefit Ad --,can also follow
Dail has been properly handled All wsH am
Ywr responsibility,
• Emergency Transportation Asssmnce -can help You
make all the necessary arrangements for emegency
mneportotion home or to the nearest medical facility This
includes arranging. bong Your Immediate Family Members
or business oswaates home and helping Yw stay m wntact
with family members or employers during the emergency.
In the case of o death, the Benefit Administrator can make
rangements. repatriate the remains All roses am
Ywr mp... WINN
• Emergency Ticket Replacement -helps You through Your
is lost ticket reimbursement process and assets in the
dehrwe of a re place merit ticket to Vou, shwld You lose Your
ticket All waft am Yoar mlimsibility.
• Lost Luggage L..., Service -can help You through the
Common Corner's claim procedures or can arrange shipment
of replacement items f an airline or Common Carney loses
Your checked luggage Yoa,m nsp...Nil, for the wit of
any mplacemem Lms shfppd to Yw.
• Emergen,Translation Services - provides telephone
ssstance in all mapr languages and helve find local
mtemreters, d available, when You need more extensive
ssstance All mefa Yavr mpomibllity.
. Prescription Assistance and Valuable Dowment Delivery
Arrangements- can help Vou fill or replace prescnptmns,
s.blectto local laws, and can arrange p,cWp and del-,.f
dsu helescnptionsfi nt.lr Youatlocalp.ty- es Itcan
at Yhelptmnspolscriticaldocuments th Yt mayhoveleft
y.
at Ywr home orelsewhere All msH an Yovrnsponsibility.
. Pre -Trip Assistance -can give Vw information on Your
de..tion before Vou leave- wch as ATM Iwations,
rency exchange rates, weather reports, hwlth
precautions, necessaryimmunrz ws, and -red
passportnsas
Definitions
Common Carrier morns any mode of transportation by
bad, water or a,,,pembng for hire under a license to carry
passengers forwhich a ticket must be purchased pnorto
travel Does notinclude taxi, limousine se.-cammuterrail
r inmate, bus hnes
Immediate Family Ml m ns Your Sppuseardependent
children under twenty-two (22) ymrs old
Yoa ar Yoar means an eligible person whose name is
embossed on an eligible U S issued.rd, and Yau reside m the
Umted States
Additiorml to—m—for Travel and Emergency
This benefit is provided. eligible cardholders of no add. —I
cost The terms and condo ns wntainedin this Guidew
Benefits may be modified bysubsequea endorsements
Modifiwnons wthe tem, and -,fib-, maybe provided
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF31
ddit,n,l Guide to Benefits mmhng,, statement Inserts,
dearment —ge, or ele-- —fi—, The benefits
abed in the Wide . Benefits .11 not apply . wt1h.1ders
whose — ... te h... been suspended or m,mII,d
FORM #TEAS - 2017 (St-d 04/17) TEAS-03
For man if,,mt,, about the bmft d,=,ibd i, this
guide, will the B,mf*,t fid-Wift— at 1-800-992-6029, or
call c.Il— —Ad. the U.S. at 1-804-673-1675.
N. .,,dh,ide, wants iu W,,c,, the expense & -g or
,ep,—, . rented — But widen[, do h.plRe, and cehitles
d. get = N. matter what happens to Your rental car, You
can be d with Auto R.—I Whem Damage Waiver.
Auto Rental Cdle— Da .age Waiver reimburses Ym f,,
damages uiiedbyt ft—I1ei,n-,pWtheAttu,IC,,h
Value of most rented Auto R.—I C.Iffi—i, D—,
Waiver covers no-hertype of loss For example, in the event
.f . itlh—i` Involving Your rented vehicle, d.—ge to arty -her
di--'e — ., Ihe,,u, f anyone., 1hui,gis,-covered.
Rental periodsf th,i-ty-.n. (31) —ut— dWe are covered
(L-g--1 p,,,,d,, h— are me i—eied.)
Y.0 are eligible,f Y.., ii-- embossed on an eligible —d
e—d ntheUn.dSW-.,ifYu.re..h.,,.dbyY,
,.mwWt,wt,,el,g,ble,eh,cieu,,Wth,wmW',,I,g,bi,
Am .. t, as 1,,g as the rental,, purchased entirely with the
A—unt OnIyY-,asthe primary re—,&th.vehicle, and
any ,dd,t,,n'idrivers permitted byth,Rental Car Agreement
are
__d
==i Collision—.. Damage Waiver works
Auto
R-1 C.1 —, Damage W.— caves, theft, damage.
,ti,d loss -of -use h,,g—ed —d ,bM= by the
auto rental company,W-u-t— fee, and reasonable ad
-- —g charges, due M , 3 theft or damage
't the m— qmhfied -,We- f—hty
If the Rental Veh,de,s For commerd,land/or business
es,AutoCollision Damage Waiverbemfitacts
a,P,,mary covemge,and You maybe reimbursed for ,PWthe
—uWcash vtIu—fthe-h,du
If the Rental Veh,de,s for personal reasons, this benefit
mob,le,nsumnce, meaning You moy.ny be ...b—ed
forth. amount of Ywr personal insurance deductible or -her
charges, clud,ni, -I,d odmimstiative and
n. —unui-YMI.uh,—f — charges
ng .—ddudY.ur—co.—r —.— If Y..—
=—lud-u""o— d,n-..,,fY.0 do not have
Au-Real Collision D.—u Waiver
acts .s P—' —tige
H. t. use Auto Rental Collision Do. Wei.
rental transaction t
1. Use You card to to and wmplete Yaur enure car
Review the auto rental agreement antl tlecline the rental
m,p,"',w1Ie—damage -- (CDW/LDW) opton,
'_1!'mild, ,,, - —ptin this —mg. will
tY .. benefit. If the --1 company insists
that You purchase , difi-, damage
w— .II the Benefit Ad.Wethe—for
I-800-348-8472. Outside the Weed State., call collect
at 1-804-673-1264.
B.faire Y.. leave the la, be ..n to ch..ktlw— f., airy
pfl.ir d...q..
Th., benefit,, In effect during the —, She ..r i, i, Y..
(or, d,m,,) —1, and it terminates when the
—t-I company reassumes control of th- ,h,,I,
This benefit —J�ble,ii the United States and most foi-egi,
—tr- (with the —Pei.. of 1-1, Jamaica, the Republic
.f WNW or Northern lhili Ho—e,th,sbei,.fit—ot
—I, bl' l,wh,,,preclud,dbyl,w,,,,h,,it',,,,,ol,t,o,,f
the —, -- of the — rental agreement, o, when
prohibited by individual merchants B—.. M.1.1—
vary— d. the United St—, check with Your... —t.1
—Rewand the lu,hef, Administrates before You travel, t.
be aura that Auto Rental Collision Damage Waiver will apply.
Viiihid— .. --d
Certain vehicles are not by benefit, the, --t f
—en,— —, and nt,que — cargo vans; ce—n vans,
vehicles with an open cargo bed, trucks, mopeds,
Imo —nee, and—ti—I vehicles
Examples of --w ., —c — are the Aff. R
Aet- Martin, Bentley, C—, Ferrari, Jaguar, L—b,ryIuu,,,
L.., M..-,. Myb.ch, WIL.— Porsche, R.11k Royce. and
Teslb. H—, selected models of Audi, BMW, Merced—
B.- Cadillac, Infinit, Land R.— L—, Un.1h and Range
Rover —covered.
An anbq,, m— defined as one th—, over twenty (20) years
old, drone that has not been m—f—iii-ed f., ten (10) years
V— —ei-ed But those designed as small -group
ti--p—t- wlude, (sealing up t, .— [91 pe.ple,—lud
the di-wid are —,d
IfYw have questions about a specific wilhidee coverage or
ei-ti— where the wilhide m being uuiiud, .11 the
Benefit Ad.mi.—e at -call -11-
-ide the United States at 1-1304-673-1164.
Related ins[ e & 1— not covered
• Any bi,g.b.n Y.0 —u— -d, any agreement (other
than the deductible on Your -1 ..t. p.1)
• Any —I.t— of the — —I agreement., tlurs benefit
• I— f ne, - d. W nyth,ng, —de
the Rental Vehude
Lou• ., theft of personal bel.
• Pem-1 1,,b,lty
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF31
• E,P—, assumed, --d, or paid by the auto rental
comfory, or its insurer
• The insurance, or tolhiimon damage
offered by ., purchased through the auto rehi C.mp.w
• Deprei of the Rental Vehicle caused by the
including, but not limited to, "cl-irehed value"
• Expenses te-b—bl. by Y .. insurer, employe, or
empltm, e _—nce
• Theft or damage c- to intentional to the
d,ive,(.)being und.,th.,nfl..n.c�f�l"'oh
cn,gii, or J. to contraband, or Ileg.1 activities
•W-, and tear, gradual cletennot,on, o,
mi breakdown
Items not mst.Il.cbytheonmanufacturer
• D—i d,, to off —col operation of the Rental Vehicle
• Theft or d.—ge dim to hi of or, kind (mi
lb,.,t not limited to, war, invasion, rebellion, inew—on, or
temor,it oobv'bi
• C.,F,—t,.n by -th.nbe
• Vehicl.thot do not meet the ci of covered vehicles
• Rental —& thi either —d, or ..intended to —.d
thirty-one (331) corri co,
• Le.ees and mini leases
.Thi or damage .s.—kofthe authorized driver's
.rdi ��d,,dh,ide,',I,,kfm,,blewm,np,,ng
the
Rental Vehicle before and/or fte, the damage
theft — (f., —nni Ii the — running
and -otin, unattended)
Theft ., damage reported more than forty-five (45) do,*
after thedate fthe
Theft o,d,noge fo—Inch , d— f— has not been
�,wdwth,n ninety(90)days' fmmthe date ,f
the hod.ht
Theft or damagefor which all requireddot,mentot— has
ni ,imdth,.thr,eh,ndmd,nd,,xty-fw(36S)
do, akerthe cote of the indent
• Theft or damage from rental transactions that
.,mi in i Joni the Republic of IrelandIN-hrm li or
• L—o, caused by--itingfrom , Cybe, Incident
'Not applicable teresidents meentei.states
Filing . .1ei.
It Y— norp.—birty as a conchi to make every
off— to t— Y.., Rental Vehicle from damage ar
thoft If Y.0 have on occident, ., Y., Rental Vehicle has
been rtaIi n, , mm"'mely call the Benefit Adm.— of
1-Bo0-34 11*72 to report the ,,edles of whetherY .. h.blity hasbeen established O—co the United Sto—,
-11 .11ea at I-W"73-1166.
You
lhl.ld nep— the the ., damage, soon
as possible
but no lo— thanfi�rl (") di from the dote of
the
The Benefit Admin—ti., reserves the right to deny any claim
containing oh."" that would not hove been if
ni — ... d before the expenses were incurred. Thus,
It'— Y— best bereet to notify the Benefit Admmatrator
ii—cli.tely.ft—n—dent Reporting —riyother person
Will not fulfill this obligation
What Y.. ..,tt submit to fil. . claim
At the time of the theft ., damage, ., when You return
the Rental Vehicle, ask Y.., — rental company for the
f.II—,hg documents.
• A wWof the aocc.rt neli form
•A Wf the initial and fird ..to rent.1 greemi (frort
and back)
•A WoF the m ebri and,temrzed nio— bill
• Two (2) photographs of the damaged vehicle, if —li
• A m1h. rt, f obmmable
• A W of the cl.mi letter which indiwtesthe costs Y..
— ne,Wneble for and.,nr m-n. that have been d
b—nd the ol—
S,.,brint all of the above coo.m.nts from the hent.1
oon-Mn, along with the following coo—em, to the
Benefit Achn-e—
The oompli and signed At, R-1 Coll,— Damage
W.— ol— form (Important The must be postmarked
.thin ninety (90) c—' of the theft or cl—g. cote, —
if all other rened di—mi e, not yet .-di - X
Y-ir d,m, — b, d,id .
A ww of Your monthly billing iitbeni (,hi rg the
Ii f— (41 digits of the Account number) demonstrating
that the entire rental transaction was made on Your
eligible Account.
If the rental was for 1 use, a statement f— Your
r.(thdl-l—mplremployer's
Znonoe oor�r if applicable), or other reimbursement. —,ngth.castsfrwhmhY-,mm,wn,,bl,,,nda,r
.mounts that have been d toward the claim On
Y- h no applicable —ion. or reimbursement, .
statement of --iont, or reimbursement i, rq,,rd
• If the WWI was for po—rol reo—, . copy of Your
Pnnn--m— pi Doolinnot— Pogo(if Pphi
to onnfinnn Y .. deductible Crh,, mor- the dco,mi
in Y.—n-ronoe poho, that 1— n.mo% c.o mi
offooh- d—, and deductibles)
• Any offio, doo.menth— ne,ned by the Benefit
Ad—n—tor to -Ibot..— the claim
Fri please note trot all --ni documents —A he
postmarked -thin three hundred and r, — dogs' d' of
the theft ., damage date r — = be denied.
'Not epplicable w neii of terl —tee.
For fobe, filing, or to 1— m. ob.ot Aoto R—oni
C.11i.i.. Damage Waiver, visit
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3I
Fancii7im Your claim
Your c", will typically be f"'I"eal "th" fifteen (15)
day, after the Benefit Ad,in— h,, received all the
d---t— needed to substantiate Your c—
T...F.— of c16..
Once Your . — has been paid, all Your tights
and remedies,g t any pan, in regard to the theft or damage will be
transferred to the BAdministrator,fiAdminAdminiAdministrator,to thetextent f
the cos[ of
� p.ymade to Ya. Ya. the Benefit
Administrator
all .``stance as may reasonably be required to
all nghts and remedies
D,firidc-
A— mean. Your credit ., debt nd A—.
A-1 Cash Value means the amount. Rental Vehicle is
determined to be —h boeeal an its market wl,% age and
condition at the time of law
Computer Pmg... means . set of elated electronic
in which d— the ocerotions and f.nca.—f
, a—pte, or dimm connected W,t, which enable the
wmp— or d— to —i- p—, e—, retrieve or
_d data
C,b. I.M.. m— ., of the f.H.M,
a) .—th-.d c— to or use of Y-, Digital Data ora
Rental Vehicle;
b) ftenah-, corruption, damage ,di--n f,"M ... hty,
m—Ibam m-ppraprit—, theft, deletion, erasure.
I— of use or de--n of Your Digital Data or
Rental Vehicle,
c)-n—mimn ornood—n of . computer v,— or harmful..de. including ronsomware, into ., directed a,.inet Your
Digital Data or , Rental Vh,l,,
d) re-< or inhibmonofaccesstomduettedagainst
Your Digital Data ora Rental Vehide, campaterermrs.
including human --.g error ftfl—
, dfi—n—n of el—, systems, a, —MW—
no—teelean—, oad, , damage from aace—lied
[an Eligible Mnd.. CelIVTae,h.ne, Rental V.h,d.,
or Covered Purchase] d,,,.g t-he n, ... fMnng In—
—nnde In—— or .—I —nten.na,
Digital Dow --4—am, oa.U, knowledge, fi—.
—o- —&. —.- ., Carnp—, Pragna— —d! as orented or used .., or transmitted to - from —p—,
software (,.d.d,.g syAe— and! pph-- software),
an hand or fl. disks, CD-ROM`, . d cells, do.
P'--ng d— or airy other ep-tan- of -—
software w!,,ch ore used with electronically ca-1k,di
equipment Digital Data shall include the cop
Rental Veh,do to —,e,.f - — - wn, process information, and
—n—wh.—to. — the Internet
Er.ibiPerson means a cardholder who pays fartheu auto
rental by .,,,g then eligible Account
Rental C., Agreement sthe —,, - eligible
a Rental Whale from .rental a.,
'ge'g— 11,fth,tenme-d conditions
of the rent .-Ibilia. of all parties under
the aan- c
R-1VO.d. —s,I-dm—veh,cIewthf,,—
=,��
,h,es:::�e,c,.d,nth,fti,ip,ti,g -`g`t- `
— --- Mich the el gable —, has nted
for the e,odoftime shown .nthe Rental Car Agreement
and d— not In— . m ... f—reee suggested —i I
Pnw exceeding the amount shown an the xro,a,ting
,ng-i—.— d,,cl,,,, statement
You Yourmeans an EIgbi. Person who — the, el,ble
canJ ta-t— and complete the —I — transaction
f- AAa Rental C.Iiii..
• Signed ., pinned transactions are —red as long as Y..
— Your .1,61. A—nt to -- the t,an--.
You shall do all thin, reasonable to woad or diminish
an, loss covered by th,, benefit. fit. Th,, p—an ME not be
-re—nably applied to —d claims.
If Y- m,I, any cl— knowing it to be false or fraudulent
,n any respect, no —rage shall —et for such claim, and
Your benefit may be cancelled. Each cardholder agrees
that representations regarding d.— will be accurate
and complete. A, and .11 relevant o—ns shall be
—d in a, — of fraud, inteft.nal concealment, or
rnerep—ntath- of rnaten.1 fact.
No legal action for , d— may be brought against the
P—c., anti oty (60) d— aft., the Provider --s
Proof of Loss. No legal action against the Provider may be
brought more than two (2) after the brae f., —g
Proof of Loss. Further, .o legal action may be brought
against the Provider unless all the terms of the Guide to
Benefits h— been —plied with fully.
This benefit is provided to eligible cardholders at no
.dd,b—1 —t The terms and -nd,b..s contained in
this Guide to Benefits may be rndffied by .boent
endorsements WdAaab-, to the t— and ... d,t,,ns
may be provided via addibonal Guide to Benefits 1.11h."
statement inserts, —tenn— —s or electronic
nobf—b— The benefits described ,nthis Guide
Benefits roll not applyta mrdhalders whose Accounts hove
been suspended - —celled
• T—i—:— d— may vary by financial institutions Your
finanna1 —1— ca. —1 or non -renew the benefits
for ndhdd— and if the, do. they.11 —&yY.0 at least
th,fty (30) d d.— Indemnity 1--noo Company
of North Anne.. ("Inn —do,") is the ..da-- of these
benefits and n eady ne--Ibla fa— administration
and d.,— The Benefit Administrator provides --o, an
behalf of the Provi• der.
a Benefit Ad-n—to, h.. paid Your drn, .ill
Your
tights
and remedies against any party" respect of
this claim call
be transferred to the Benefit Ad --tor
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF31
t, the —t of the payment made to You Y- — give
the Benefit Ad—eth—, 11 —et—, , ,y reasonably
be
'.q'ed t. secure all .,hle .,d —ed.—
• This benefit does notapply to
the
orT
-e,t that -de or
e—.— or other I" 'I't."' 'b` the provesin
surance, ,I.d g, but not,,,d
,y—, of d.—
,=IDWII 212111-101�/211 IIIDW IC
information boot the benefit described i, this
,Wd., callth*BeneAdministratorBfil Administrator t 1-800-348-8472, or
c.Jj collect outside the U.S. at 1-804-673-1164.
PI.... N— In this d--, --d" W— . C.,p.,—,
Fleet, Meetings, P—h-inq, , .y combination of th..e
card products (C.....W).
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF31
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67 Xhiblt "D"
COMMERCIAL CARD
CARDHOLDER AGREEMENT
This is the Cardholder Agreement C'Agreemenf'} that sets forth the terms of your commercial Card issued by us. Your Card has been issued in connection with a
commercial card program agreement be -hi een Company and us {the "Company Agreement"). Please read this Agreement carefully and keep it for your records. You
do not need to sign this Agreement, hutplease he sure to sign the hack ofyour Cord ifyou have not already done so.
Definitions: In this Agreement the word. `Account- mea::s i -e re'at-nmhip behveen Company and us pursuant to which one or more Cards may be issued. The word
"Company" refers to the corporation partnership, prop. _etcr_lip• a. -envy or other entity that entered into the Company Agreement pursuant to which the Account has
been established. The words "you'- and "%'Our' refer to each person (jointly and severally if more than one) who applied for, requested or accepted the Card Land For
whom. Comparry requested that 7PMorgan Chase Bank, ti_A.• or Chase Sank USA, NA-, issue the Card) and any other person who agreed to be responsible for the
Card. The cords "we," "us" and "our'- refer to the issuer of your Card, either 7PMorgan Chase Rank, NA_ or Chase Sank USA, NA. The word "Card' refers to each
i4asterCard,. Visa, corporate card, purchasing card, single --use card (also referred to as a ` virmal card"), or other card that is issued pursuant to the Company Agreement,
and includes the Card number. Any Card must be returned or surrendered to us or our agent upon request.
Acceptance: Activating, signing, or using vow Card confrms your acceptance of the terms and conditions of this Agreement. If you do not agree to the terms of this
Agreement, before using the Card you must cut the Ca::: _: half and return it to us. The Card and airy content on the Card are our property at all times -
Using Your Card: You agree to use your Card c:1y for business and commercial purposes, and to not to use your Card for any illegal transactions, or for any transaction
that is primarily for personal, family or household purposes. You may use your Card to purchase goods or services, or pay amounts you owe, wherever the Card is
honored ("Purchases''). You may also use '-e Card to obtain cash ("Cash Advances') where available if allowed by the Company Agreement We consider some
"cash -like'- transactions, such as the purcliaae of travelers checks, or money orders, to be Cash Advances. We may provide checks that you can use to access your Card
C"Convenience Checks") if allowed by the Company. We may provide you with a personal identification number C"PD i that is used to authorize some transactions
with your Card, You can contact us to change your PIN by calling the number on the back ofyour Card. You authorize us to pay and charge your Card far all Purchases
and Cash Advances made or obtained by you or anyone you authorize to use your Card. You agree to accept credits to your Card instead of cash refunds when the
original Purchase was charged to your Card.
Chip and PD; Cards: We may issue you a Card that has an embedded microchip that is used to authorize transactions, in connection pith your PIN, at some ATMs
and merchant terminals. You agree that we may honor each ATM or other transaction according to the instructions keyed in at the AThi or terminal, and you acknowledge
that each transaction made using your Card and PIN will have the same effect as if you completed the transaction using your Card and signature.
Card Care: You must take all reasonable precautions to prevern the misuse of the Card For example, you must: (i) follow all reasonable instructions nm give you
about how to activate, use and keep your Card safe; Cu) memorize the PLY, and destroy the PIN notification promptly on receipt; Cw) nec,w i rite the PIN on the Card
or anything kept with tG nor select a PIN or password that may be easy to guess, nor disclose the PIN for telephone, internet or mail order transactions, nor share or
release the PIN to any other person (iv) sign the Card promptly after you receive it; and, (v) never let am -one other than you use the Card.
Obligations On Your Card: You promise to pay us, or to arrange for Company to pay us, for all Purchases and Cash Advances, plus any Late Fee and applicable
Delinquency Fee assessed on your Card and any other charges and fees that you may owe us under the terms ofthis Agreement You will be obligated for authorized
charges whether resulting from: (1) actual use of your Card; C2) mail order or telephone, computer or other electronic Purchases made without presenting the Card;
or, (3) any other circumstance where you authorize a charge- or authorize someone other than you to make a charge, to your Card. Each person or entity who or that is
included within the definition ofthe term "you" above is individually and jointly responsible for all obligations under this Agreement.
Company Payment: If we agreed with Company that only Company, and not you, will be liable for amounts due on your Card, then you are not responsible to us for
payment- Honvv-er, you are still responsible for other obligations under this Agreement.
Payments: All payments must be made in U.S. dollars. Any payment made by check or other negotiable instrument, including authorized ACH payments, must be
drawn on a U.S. bank or a U.S. branch of a foreign bank. Payments must comply pith the instructions on the statement When you prm,ide a check as a pal.rnent_ you
authorize us either to use information from your check to make a one-time electronic fund transfer from your deposit account or to process the payme::: _._. a check
transaction_ Subject to any mandatory provisions of applicable law, all payments made on the Card mill be applied to the balances in the manner we deternne.
Replacement and Renewal Cards: You request that we issue a replacement Card to you before the current Card expires. You agree that ae may ccrninue to issue
renei al Cards until Company or you tell us to stop.
Amendments: We can add to, delete, or chance the terms of this Agreement at any time. We will provide notice of amendments to the extent required by applicable
law. Subject to the requirements of applicable law_ arry ame:-ment to this Agreement will become effective at the time stated in our notice to you and, unless we specify
otherwise, the amended terms ofthis Agreement ill appl: -o all outstanding unpaid indebtedness on your Card as well as new transactions.
Personal Data: The term "Personal Data" urea::_ it„--,:::_.t:on including personal information that is: (i) obtained by us when you apply for the Card or your Company
authorizes you for the Card: and. -or, (ii) relates to you or to your use of the Card throughout your standins as a cardholder. Your Personal Data may be used for the
purposes of (a) confirming your identity (b) administering the Card and related services, Cc) operational pu pc _ - � and statistical analysis {including behavior analysis);
and (d) to comply with any requirement ofapplicable law, regulation or a card network. Your Personal Data may be disclosed to: (v) Company- (w) third party v,Tndors,
including our strategic partners, to provide services in connection with your Card, (x) other thus pa:,i-�, as authorized by Company to provide services to you and or
Company in connection pith your Card, (y) our affiliates; or (z) any other person: including our affiliates, we reasonably think necessary for the purposes stated above
or to provide services under the Company Agreement.
Sharing Information with Company: You direct us to provide, if requested by Company, any information we have about the use ofyour Card and the transactions on
your Card, including detailed information about the transactions. You authorize us to exchange credit or any other information concerning you or your Card aith (and
answer questions and requests from) Company.
Phone Calls: In the regular course of our business, we may monitor and record phone conversations made or received by our employees. You agree that we will have
such right with respect to all phone conversations between you and our employees, whether initiated by you or any of our employees. When you or Company gives us
your mobile phone number, you are giving permission to be contacted at that number by automatic telephone dialing systems, text messages, and artificial or
prerecorded voice messages sent from us and our representatives. Message and data rates may apply. To service and manage your Card, wve, our representatives,
and or affiliates, may contact you at arry telephone number you provide or any number where we believe we may reach you. Some ofthe legal purposes for calls and
messages include: suspected fraud or identity theft obtaining information: transactions on or senicine your Card; and, collecting on your Card. We will not use your
phone number for telemarketing purposes. Additionally_ you agree to indemnify, defend and hold us ]harmless from and against any and all claims, losses, liabilities,
costs and expenses (including reasonable attorney's fees) arising from your provision of a phone number.
Refusal To Honor Card: We are not responsible for refusals to honor your Card. And, except as otherwise required by applicable law or reffulation nm will not be
responsible for merchandise or services purchased through use ofyour Card. You agree to resolve any disputes directly with the merchant or other person nfno honored
your Card,
Irregular Payments, Delay In Enforcement, Severability: We can accept late payments, partial payments, checks and money orders marked -'Paid in Full' or language
having the same effect without losing any of our rights under this Agreement. We can also delay enforcing our rights under this Agreement any number oftunes without
losing them The fact that wye may at arry time honor a Purchase or Cash Advance in excess of your maximum Spend Limit does not obligate us to do so agair>_ If any
terms of this Agreement are found to be unenforceable, we may still enforce the other terms.
Liability For Unauthorized Use Of Your Card: Ifyou notice the loss, theft, or a possible unauthorized use ofyour Card, you should call us immediately at the number
on the back of your Card or write to us at: P.D. Box 182918, Columbus, OH 432 72-5543. You will not be liable for any unauthorized use that occurs after you notify
us. You may, honevrr, be liable for unauthorized use that occurs before you notify us. In any case, your liability wyill not exceed $50. In order to prevent further
unauthorized use, we may terminate or limit access to your Card if you notified us or nm determine that your Card may have been lost or stolen or that there may be
unauthorized access to your Card.
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
Assignment: You may not assign your Card or this Agreement to any other person or entity. We may at any time assign your Card, any sums due on your Card, this
Agreement or any or all of our rights or obligations under this Agreement The peason(s) or entity(ies) to whom we make any such assignment shall be entitled to all of
our assigned rights under this Agreement.
GOVERN -LNG LAW: THIS AGREEMENT AND OUR RELATIONSHIP WILL BE GOVERNED BY FEDERAL LAW AND, TO THE EXTENT THAT STATE
LAW IS APPLICABLE, THE LAWS OF THE STATE WHERE WE ARE LOCATED. JP3lvrgan Chase Bank, NA_ is located in Ohio and Chase Bank USA_ N_A_
is located in Delaware.
Default: Your Card will be in default_ and we may demand immediate payment of the entire amount you owe us without giving you prior notice, if (1) in any billing
cycle we do not receive your Payment Due by the Payment Due Date; (2) you make Purchases or obtain Cash Advances in excess ofyour Spend Limit; (3) you fail to
comply with this Agreement; (4) there is a filing for your bankruptcy (5) you die or become incapacitated; (6) your employment with Company is terminated; (7) the
Company Agreement is terminated (8) Company, pursuant to the Company Agreement, requests us to cancel your Card; or, (9) ne believe in good faith that the payment
or perfbrn anre of your obligations under this Agreement (by you or by Company) is impaired for any other reason
Collection Costs: To the extent permitted by applicable law, you agree to pay all collection expenses actually incurred by us in the collection of amounts you owe under
this Agreement (including court costs and the fees of any collection agency to which we refer your Card) and, in the event we refer your Card after your default to an
attorney, you agree to pay the reasonable fees of such attorney.
Termination: Notwithstanding any other provision contained in this Agreement ne may terminate your pmileges under this Agreement or limit your right to make
Purchases or obtain Cash Advances at any time ithout notice or liability. We will terminate your Card if requested to do so by Company, or if your employment with
Company ends. If we ask, you must return your Card to us, cut in half You agree that you will not try- to make a Purchase or obtain a Cash Advance after you are
notified that your privilege to use your Card is terminated You may terminate this Agreement at any time. If you do, you must return any Card preciously issued, if
ne ask cut in half Ifyou call us to terminate, we may require that you confirm your intent to terminate m writing. Your or our termination maffect ill not your
existing obligations under this Agreement including your obligation to pay amounts that you owe under this Agreement.
Notices: We will send paper statements, if applicable, and any other notices to you or Company at the address shown in our files. You promise to inform us promptly
in writing or electronically ofany change in your contact information, including your address and telephone number. We may in our discretion accept address corrections
from the United States Postal Service. WE \JAYAL SO SEND NOTICES TO YOU ELECTRONIC -ALLY AT OUR WESSITE OR USING ANY EMAIL ADDRESS
YOU OR YOUR E_%1PLOYER PROVIDED TO US OR ANY OT_�R El'_, IL ADDRESS WHERE WE REASONABLY BELIEVE WT CAN CONTACT YOU.
International Transactions: International Transactions incluce a_ tra::__..icn ':at ou make in a foreign currency or that you make outside of the United States of
America even if it is made in U.S. dollars. Ifyou make a transact:oi; :n a 1:e:=:: - -n ency _ Visa USA Inc., or MasterCard International, Inc., will concert the transaction
into U.S. dollars by using its respective currency conversion procedurea. au:: then o: ill send us the transaction amount. The exchange rate will be determined using either
the range of rates available in the wholesale currency markets for the applicable processing date (which may be different from the rate the card network receives), or a
government -mandated rate in effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the rate on the date ofyour
transaction -
Spend Limit/Authorized Usage: Your Spend Limit is the maximum amount that can be charged to your Card at any time, and is shown on your statement_ Your Spend
Limit is based on Compans:'s requested Spend Limit for you. You agree that ne may change or cancel your Spend Limit at airy time without affectng your obligation
to pay amounts that you c : e under this Agreement. We do not permit you to request a chaffing in your Spend Limit, but Company may make s: ch a : equest. Your latest
Spend Limit will appear c:: s: our statement or memorandum at the end of each billing cycle, and Compairy will be informed ofyour Spzz:c .. `'. a_ree not to make
a Purchase or obtain a Ca_.i Advance that would cause the unpaid balance of your Card to exceed your Spend Limit. We may honor Purchase_ _.nc. Cas:: _advances in
excess of your Spend Limit, at our sole discretion If ne do, this Agreement also applies to that excess, and you agree to pay the excel _ :::::::z::tately::f ue request that
you do so. We may designate that only a portion of your Spend Limit is available for Cash Advances. If we do and you exceed that limi,.:: c i •.will to considered to have
exceeded your Spend T"imit for all purposes of this Agreement. For security reasons, we may impose additional limits on the number or -c ar amount of Purchases
and or Cash Advances that may be accomplished with your Card, and we have the right to limit authorizations to make Purchases or obtain Cash Advances ifwe consider
it necessa:-:.
Periodic Statements We will send a stztement to i ou and."or Company: at the end of each billing cycle. In the event we elect to send or make available to you and or
Company: a:: z �ctrc::ic =.:ai_-ire : in rut st:tution for the paper s:atemz:::. -. cu specifically agree to the delivery- and receipt of such electronic statements. The length of
the billing cycle ;v::: to _ete::::i: d pursuant to the Ccmpany Agreer:e::,. Among other things, unless othemwise agreed upon between Company and us, your statement
will shoe• your Pas::::z::. D: e, -.-cur Spend Liven au:: the Payment Due gate. A duplicate statement may be provided to Company. If agreed to behveen us and Company --
Company may pad -::e charges on your Card dnectly to us. In this case, you may receive a statement after the end of each billing cycle, which will show your Card
activity during the ra_t billing cycle. Unless otherwise state& this statement will be for informational purposes only and can be suppressed upon your or Company's
request.
Payment Due: The Payment Due, which will be your total Card balance, will be listed on each statement and due by the Payment Due Date listed on such statement.
Payment is due in full each billing cycle, and you are not permitted to carry- a balance from month to month -
Billing Questions and Disputes: If you have any questions, problems or disputes concerning a billing statement, please contact us at the phone number on the back of
your card or the number on your periodic statement within sixty (60) days ofthe billing date and vie will take reasonable and appropriate steps to proiide the information
you request or to resolve the dispute. However, unless required by applicable law, vie are not responsible for any problem you have with any goods or services you
obtain with your Card, and, ifyou have a dispute with a merchant honoring your Card, you must pay us regardless of any merchant dispute and settle the dispute directly
with the merchant.
Inquiries or Questions: You may address any other inquiries or questions that you have about your Card to: JPMorgan Chase Bank, N_ _, P.O. Box 5068, Elgin
Illinois 60121- or you may call us at the number on the back ofyour Card.
Other Fees: We may charge the following fees to your Card. Whether we will charge these fees, and the amount that we will charge on your Card, is dependent on
what is in the Company Agreement. Unless otherwise arranged between Company and us, all fees will be added to your Card balance and heated as a Purchase:
Cash Advance Fee - We may charge you a Cash Advance Fee each time you use the Card to obtain a Cash Advance. The amount of the Cash Advance Fee is set
forth in the Table of Fees.
Return Payment Fee - If your bank does not honor the check, other payment instrument, or electronic transfer you gave us to pay amounts you owe under this
Agreement, or we must return a check or other payment because it is not signed or is otherwise irregular, vie may charge you a Return Payment Fee in the amount
set forth in the Table of Fees.
Late Fee - The amounts posted to the Card balance swill become delinquent if you do not pay your Payment Due by the Payment Due Date. Any unpaid portion of
the Payment Due will be shown on subsequent billing statements as a Past Due Balance and your outstanding balance w ll be subject to a Late Fee in the amount set
forth in the Table of Fees.
Delinquency Fee - If any portion of a previously -billed balance remains unpaid, your Card may be subject to a Delinquency Fee (in addition to a Late Fee) in the
amount set forth in the Table of Fees for each subsequent billing cycle that such amount remains unpaid. This Delinquency Fee may be described as a Finance Charge
on your billing statements. Where the fee calculation includes reference to Prinz, this means the highest U.S. Prime Rate published in the Money Rates section of
The Wall Sheet Journal. Any new rate will be applied as ofthe first day ofyour billing cycle during which the Prime Rate changed.
Administrative Fee - Ifyou or Company request photocopies of sales slips or duplicate copies of monthly statements or airy special services, including expedited
replacement ofyour Card, you agree to pay our reasonable fees, in effect from time to time.
International Transaction Fee - We reserve the right to charge you a fee of up to one and one-half percent (1.5%) of the L.S. dollar amount of any International
Transaction whether that transaction ■was originally made in U.S. dollars or was made in another currency and concerted to U. S. dollars by Visa, or MasterCard.. In
either case, the 1.5 will be calculated on the U.S. dollar amount provided to us by that entity.
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
C 2019 7PMorgan Chase & Co. All Rights Reserved. 7Pi4organ Chase Bank, NA_ Member FDIC.
TABLE OF FEES
: Important Note: Whether we will charge these fees, and the amount.
that we will charge on your Card, is dependent on what is in the
Company Agreement.
Cash Advance Fee* Up to 15 % ofthe Cash Advance
Return Pamient Fee"
Late Fee"
Delinquency Fee*
Concemence Check Fee"
International Transaction Fee"
Rush Card Fee
Corporate Card Travel Rewards
Executive card"
anx7unt (up to a minimum of
53.00).
Up to $25 per returned payuent.
Either-
(1) Up to 1% of full amount past
due. ;or
(2) Up to a flat fee of $15.
Annual Percentage Rats ofup to
Prime — up to 6.5% is applied to
the average daily- balance ((past
due balance - any nmv spend)i
days in cycle).
Up to 2 % of check amount (up to
a minimum. of 52.50)_
Up to 1.5% of the U.S. Dollar
amount charged.
525 per Card requested.
575 per Card per year.
Up to $325 per Card per year.
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
1.11111 V 1l 1.
LEGIBILITY OF WRITING.
TYPING, OR PRINTING
UNSATISFACTORY ON TEAS
PAGE
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3000 United AirlinesONITED _
3001 American AirlinesAMERICAN
3002 Pan AmericanPAN AM
3003 EUROFLY AIRLINES
3004 DRAGONAIR
3005 British AirwaysBRITISH A
3006 Japan Air LinesdAL
3007 Air FranceAIR FRAN
3008 LufthansaEL1FTHAN
3009 Air CanadaAIR CAN
3010 Royal Dutch Airlines (KLM)KLM
3011 AeroflotAERDFLOT
3012 QantasQANTAS
3013 J AlitaliaALITALIA
3014 Saudi Arabian AidinesBAUDI Al
3015 Swiss International Air LinesSWISS AIR
3016 Scandinavian Airline System (SAS)EAS
30171 South African AirwaysBAFRICAN
3018 Vadg (Brazil)VARIG
3019 GRMNWGAIR
3020 Air IndiaAIR-INDI
3021 Air AlgerieAIRALGER
3022 Philippine AirlinesPHILIPP
3023 MexicanaMF-XlCANA
3024 Pakistan InternationalPAKISTAN
3025 Air New Zealand Limited I n torn ationalAl R NZ
3026 Emirates AirlinesEMIRATES
3027 Union de Transports AeriensCJTAAIR
3028 Air MaltaAIRMALTA
3029 SN Brussels Airli nesSNBR AIR
3030 Aerolineas ArgentinasAERO ARG
3031 Olympic AirwaysOLYMPICA
3032 El AIEL AL
3033 Ansett AidinesANSETT
3034 Trans Australian Airways-TAA
3035 Tap (Portugal)TAP
3036 VASP (Brazii)VASP
3037 EgyptAirEGYPTAIR
3038 Kuwait AirwaysKUWAIT
3039 AviancaAVIANCA
3040 Gulf Air (Bahrain)GULF AIR
3041 BalkanBulgarian AidinesBALKAN
3042 FinnairEINNAIR
3043 Aer LingusAERLING
3044 Air LankaAIR LANKA
3045 Nigeria AirwaysNIGERIA
3046 Cruzedo do Sul [Brazil]GRUZERID
3047 THY (Turkey)ZHY
3048 Royal Air MarocAIRMARO
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3049 Tunis Air1UNIS Al
3050 IcelandairCCELAN DA
3051iAustrian AirlinesAUSTRIAN
3052 }AN Airlines ---LAN AIR
3053 AVIACO (Spain)AVIACD
3054 LADECO (Chile)LADECO
3055 LAB [Bolivia]CAB
3056 QUEBECAIRE
3057 EASTIWEST AIRLINES (AUSTRALIA)
3058 DeltaDELTA
3059 DBA LUFTFAHRTGESELLSCHAFT MBH - DBA Air
3060 Northwest AirlinesNWAAIR
3061 Conti nentaIGONTINEN
3062 HAPAG-LLOYD EXPRESS - HLX Air
3063 U.S. AirwaysU]SAIRWYS
3064 Adria AirwaysADRIAAIR
3065 Air InterAIRINTER
3066 Southwest AirlinesSOUTHWES
3067 Vanguard AirlineslUANGUARD
3068 Air Astana--AIRSTANA
3069 SUNCTRYAIR
3071 Air British ColumblaAIR B R C
3072 CEBU Pacific Airlines
3075 Singapore AidinesSINGAPOR
3076 (AeromexicoAEROMEXI
3077 Thai Airways- IAIAIRW
3078 China AirlinesCHINAAIR
3079 Jetstar Airways&ETSTAR
3081 NORDAIR
3082 Korean AidinesKOREAN
3083 Air AfriqueAIR AFRIQ
3084 Eva AirwaysEVAAIR
3085 Midwest Express AirlinesMIDWEST
30B6 Carnival Airlines
3087 Metro AidinesMETROAI
3088 Croatia AirCROATIA
3089 TransaerolRANSAER❑
3090 Uni AirwaysDNIAIR
30921 Midway Airlines
3094 Zambia Airways7-AMBIAA
3096 Air ZlmbabweAIRZIMBA
3097 Spanair9PANAIR
3098 Asiana AirlinesgSIANA
3099 Cathay PacificCATHAYPA
3100 Malaysian Airline System64ALAYAI
3102 lberiaCBE RIA
3103 Garuda (Indonesia)GARUDA
3106 Braathens S.A.F.E. (Norway)BRAATHEN
3110 WINGS AIRWAYS
3111 British MidlandBRITISH M
3112 Windward IslandVVINDWARD
3115 TOWER AIR
3117 Venezolana International de AviacionVIASA
3118 VALLEY AIRLINES
3125 Tan AidinesTAN AIR
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3126 Talair PTY Ltd. _
3127 Taca InternationaITACA INT
3129 Surinam AirwaysSURINAM
3130 Sunworld International AirwaysSUNWORLD
3131 VLM AirlinesULM
3132 Frontier AirlinesERONTIER
3133 SUNBELT AIRLINES
3135 Sudan AirwaysSUDANAIR
3136 Qatar Airways Company W.L.L.QATARAIR
3137 SINGLETON
3138 SIMMONS AIRLINES
3143 SCENIC AIRLINES
3144 Virgin AtlanticVIR ATL
3145 SAN JUAN AIRLINES
3146 LuxairULJXAIR
3148 Air Littoral, S.A-LITTORAL
3151 Air ZaireAIRZAIRE
3154 PRINCEVILLE
3156 GO FLY Ltd.GOFLY
3159 Provincetown-Boston AirwaysEIBA
3161 All Nippon AirwaysANAAIR
3164 NorontairmORONTAI
3165 NEW YORK HELICOPTER - NY HELI
3167 Aero ContinenteAERO CONT
3170 MOUNT COOK - MT COOK AIR
3171 Canadian AirlinesCANADIAN
3172 Nation A rNATIONAI
3174 JetBlue AirwaysdETBLUE
3175 Middle East AlrMIDEASTA
3176 METROFLIGHT AIRLINES - METROFLT AIR
3177 AirTran AirwaysAIRTRANA
3178 Mesa AirMESAAIR
3180 Westjat AidinesWESTJET
3181 Malev Hungarian AidinesUALEV
3182 LOT -Palish AidinesCDT
3183 Oman Aviation ServicesOMAN AIR
3185 LAV Linea Aeropostal VenezolanaLAV
3186 LAP Lineas Aereas Parag u ayas LAP
3187 LACSA (Costa Rica)L-ACSA
3188 Virgin ExpressVIR EXP _
3190 Jugoslav AirJUGOSLAV _
3191 Island Aidines[SLANDAI
3192 Iran National
3193 Indian AidineslNDIAN A
3196 Hawaiian AirHAWAIIAN
3197 Havasu AidinesHAVASUAI
3200 Guyana Ai rwaysGUYANA A
3203 GOLDEN PACIFICAI R - GOLDPAC AIR
3204 Freedom Airlines❑REEDONI
3206 China Eastern Aidines4HINAEAST
3211 Norwegian Air ShuttlelgORVVEGIAN
3212 Dominicana de Aviacion❑OMINICA
3213 Malmo AviationKIALMO AV
3215 DAN AIRS ERVICES - DANAIRSERV
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3216 CUMBERLAND AIRLINES - CUMBERLNDAIR _
3217 GSA Ceskoslovenske AerolinioGSA
3218 CROWN AIR
3219 Compania Panamena de Aviacion [Copa]COPA
3220 Compania FaucettCOMPANIA
3221 Transportes Aeros MiIitares E c uatori a nosTAM E AIR
3222 Command AirwaysCOMMAND
3223 ComairCOMAIR
3226 SkywaysSKYWAYS
3228 Cayman AirwaysCAYMANAI
3229 SAETA (Sociedad Ecuatorianas De Transportes AereD)SRETAAIR
3231 SAHSA [Servicio Aero de Honduras]SAHSA
3233 CAPITOL AIR
3234 CARIBBEAN AIRLINESICARIBBEANAIR
3235 BROCKWAY AIR
3236 Air Arabia AirlineAlR ARAB
3238 BEMIDJI AIRLINES
3239 Bar Harbor AirlinesBARHARB❑ _
3240 BahamasairBAHAMASA
3241 Aviateca {Guatemala]AVIATECA
3242 AvensaAVENSA
3243 Austrian Air ServiceAUSTRAIR
3245 EasyJetEASYJET
3246 RyanairRYANAIR
3247 Gol AirlinesGOL
3248 Tam AirlinesEW
3251 Aloha AirlinesALOH Al
3252 ALM Antilean AirlinesALM
3253IAmenca West
3254 U.S. AIR SHUTTLE
3256 Alaska Airlines Inc-ALASKAA
3259 Amencan Trans AirATA AIR
3260 Spirit AirlinesSPIRIT
3261 Air ChinaAIR CHINA
3262 RENO AIR, INC. - RENO AIR
3263 Aero Servicio CaraboboASERGA
3265 Airspur Helicopters
3266 Air SeychellesAlR SEYC
3267 Air Panama IntemationalAIR PANA
3280 Air JamaicaAlR JAMA
3282 Air DjiboutiAIR DJIB
3284 AERO VIRGIN ISLANDS-AERVIRGINIS
3285 Aero PeruAEROPERU
3286 Aero_ NicaraguensesAERO NIC
3287 Aero Coach AviationAEROCOAG
3292 Cyprus AirwaysCYPRUSA
3293 EcuatorianaECUATORI
3294 Ethiopian AirlinesETHIOPIA
3295 Kenya AirwaysKENYAAIR
32D6 Air Berlin (AIRBERLIN)
3297 Tarom Romanian Air TransportTAROM AIR
32D8 Air MauntiusAIRMAURI
3299 Wideroes FlyveselskapWIDEROES
3300 Azul Air
3301 Wizz Air
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3351 Affiliated Auto Rental
3352 American International
3353 Brooks Rent A Car
3354 Action Auto Rental
3355 SIXT Car Rental
3357 Hertz
3359 Payless Car Rental
3360 Snappy Car Rental
3361 Airways Rent-A-Car
3362 Altra Auto Rental
3364 Agency Rent-A-Car
3366 Budget Rent-A-Car
3368 Holiday Rent-A-Car
3370 Rent A Wreck
3374 Accent Rent-A-Car
3376 Ajax Rent-A-Car
3380 Triangle Rent A Car
3381 Europ Car
3385 Tropical Rent-A-Car
3386 Showcase Rental Cars
3387 Alamo Rent-A-Car
3388 Merchants Rent-A-Car
3389 Avis Rent A Car
3390 Dollar Rent A Car
3391 Europe By Car
3393 National Car Rental
3394 Kemwell Group Rent-A-Car
3395 Thrifty Car Rental
3396 Tilden Rent-A-Car
3398 Econo Car Rent-A-Car
3400 Auto Host Car Rental
3405 Enterprise Rent-A-Car
3409 General Rent-A-Car
3412 Al Rent-A-Car
3414 GODFREY NATL RENT -A -CAR
3420 ANSA International
3421 Allstate Rent-A-Car
3423 Avcar Rent-A-Car
3425 Automate Rent-A-Car
3427 Avon Rent-A-Car
3428 Carey Rent-A-Car
3429 Insurance Rent-A-Car
3430 Major Rent-A-Car
3431 Replacement Rent-A-Car
3432 Reserve Rent-A-Car
3433 Ugly Duckling Rent-A-Car
3434 USA Rent-A-Car
3435 Value Rent-A-Car
3436JAutohansa Rent-A-Car
3437 CITE RENT -A-CAR
3438 Interent Rent-A-Car
3439 Milieviile Rent-A-Car
3441 Advantage Rent A Car
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3501 Holiday Inns
3502 Best Western Hovels
3503 Sheraton
3504 Hilton Hotels
3505 Forte Hotels _
3506 Golden Tulip Hotels
3507 Friendship Inns _
3508 Quality Inns
3509 Marriott_
3510 Dayslnns
3511 Arabella Hotels
3512 Intercontinental Hote
3513 Westin
3514 J Amerisuites
3515 RodewayInns
3516 LaQuinta Inns
3517 Americana Hotels
3518 Sal Hotels
3519 Pullman Intemationa
3520 Meridien Hotels
3521 Royal Lahaina Resoi
3522 Tokyo Hotel
3523 Peninsula Hotels
3524 WelcomGroup Hotel:
3525 Dunfey Hotels
3526 Prince Hotels
3527 Downtowner Passpo
3528 Red Lion Inns
3529 CP {Canadian Pacific
3530 Renaissance Hotels
3531 Kauai Coconut Beac
3532 Royal Kona Resort
3533 Hotel Ibis
35341 Southern Pacific Hot
3535 Hilton International
3536 AMFAC Hotels
3537 ANA Hotels
3538 Concorde Hotels
3539 Summerfield Suites 1
3540 Iberotel Hotels
3541 Hotel akura
3542 Royal Hotels
3543 Four Seasons HotelE
3544 Ciga Hotels
3545 Shangri-La Internatic
3546 Sierra Suites Hotel
3547 Breakers Resort
3548 Hotels Melia
3549 Auberge des Govern
3550 Regal8 Inns
3551 Mirage Hotel and Ca
3552 Coast Hotel
3553 Park Inns Intemation
3554 Pinehurst Resort
3555 Treasure Island HotE
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3556 Barton Cre(
3557 Manhattan
3558 Jolly Hotels
3559 CANDLEW
3560 Aladdin Rey
3561 Golden Nuc
3562 Comfort Inr
3563 Journeys_ Ei
3564 SamsTown
3565 Relax Inns
3566 Garden Pla
3567 Soho Gran(
3568 Ladbroke H
3569 Tribeca GrE
3570 Forum HotE
3571 Grand Wail
3572 Nliyak❑ Hot
3573 Sandman F
3574 Venture Inn
3575 Vagabondl
3576 La Quinta F
3577 Mandarin C
3578 Frankenmu
3579 Hotel Merct
3580 Hotel Del C
35B1 Delta Hoteli
3582 California H
35B3 SAS Hotels
3584 Princess He
3585 Hungar Hat
3586 Sokos Hote
35B7 Doral Hotel:
3588 Helmsley H
35B9 Doral Golf F
3590 Fairmont Hi
3591 Sonesta He
3592 Omni Hotel.
3593 Cunard Hot
3594 J Arizona Bilt
3595 Hospitality 1
3596 Wynn Las 1
3597 Riverside R
3598 Regent Into
3599 Pannonia H
3600 Saddlebroo
3601 TradeWind!
3602 Hudson Hol
3603 Noah& HOtE
3604 Hilton Gard
3605 Jurys Doyle
3606 Jefferson H
3607 Fontaineble
3608 Gaylord Op
3609 Gaylord Pal
3610 Gaylord Te,
k Resort
-ast Suite Hotels
)OD SUITES
ort and Casino
get
s
id Motels
Hotel and Casino
:e Hotel
Hotel
ntels
nd Hotel
Is
m Resort
)I
otels
Iotels
esort
riental Hotels
h Bavarian
re
)ronado
otel and Casino
tels International
31s
)tels
tesort
itels
leis
31s
nore
nns
'egas
3sort and Casino
mational Hotel
otels
c Resort1l3mpa
Resorts
el
I
3n Inn
Hotel Group
)tel
au Resort
yland
ms
an
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3611 C MON INN
3612 Movenpick
3613 Microtel Inn and Suites
3614 Americlnn
3615 Travelodge
3616 Hermitage Hotel
3617 America's Best Value Inn
3618 Great Wolf
3619 ALOFT
3620 Bi niong: Horseshoe Club
3621 Extended Stay
3622 Merlin Hotel Group
3623 Dorint Hotels
3624 Lady Luck Hotel and Casino
3625 Hotel Universale
3626 Studio Plus
3627 Extended Stay America
3628 Excalibur Hotel and Casino
3629 Dan Hotels
3630 Extended Stay Deluxe
3631 Sleep Inns
3632 Phoenician
3633 Rank Hotels
3634 Swissotel
3635 Reso Hotel
3636 Sarova Hotels
3637 Ramada Inns
3638 Howard Johnson
3639 Mount Charlotte Thistle
3640 Hyatt Hotels
3641 Sofitel Hotels
3642 Novotel Hotels
3643 Steigenberger Hotels
3644 EconoLodges
3645 Queens Moat Houses
3646 Swallow Hotels
3647 Husa Hotels
3648 De Vera Hotels
3649 Radisson Hotels
3650 Red Roof Inns
3651 Imperial London Hotels
3652 Embassy Hotels
3653 Penta Hotels
3654 Loews Hotels
3655 Scandic Hotels
3656 Sara Hotels
3657 Oberoi Hotels
3658 New Otani Hotels
3659 Taj Hotels International
3660 Knights Inn
3661 Metropole Hotels
3662 Circus Circus Hotel and Casino
3663 Hoteles El Presidente
3664 Flag Inns
3665 Hampton Inn Hotels
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3666 Stakis Hotels
3667 Luxor Hotel and Casino
3668 Maritim Hotels
3669 Eldorado Hotel and Casino
3670 Arcade Hotels
3671 Arctia Hotels
3672 Campanile Hotels
3673 IBUSZ Hotels
3674 Rantasipi Hotels
3675 Interhotel CEDOK
3676 Monte Carlo Hotel and Casino
3677 Climat de France Hotels
3678 Cumulus Hotels
3679 Silver Legacy Hotel and Casino
3680 Hoteis Othan
3691 Adams Mark Hotels
3682 Sahara Hotel and Casino
3683 Bradbury Suites
3684 Budget Hosts Inns
3685 Budgetel Inns
3686 Susse Chalet
3687 Clarion Hotels
3688 Compri Hotels
3689 Consort Hotels
3690 Courtyard by Marriott
3691 Dillon Inn
3692 Doubletree Hotels
3693 Drury Inn
3694 Economy Inns of America
3695 Embassy Suites
3696 Excel Inn
3697 Fairfield Hotels
3698 Harley Hotels J
3699 Midway Motor Lodge
3700 Motel
3701 La Mansion Del Rio
3702 Registry Hotels
3703 Residence Inn
3704 Royce Hotels
3705 Sandman Inn
3706 Shilo Inn
3707 Shoneygllnn
3708 Virgin River Hotel and Casino
3709 Super 8 Motels
3710 Ritz Carlton
3711 Flag Inns [Australia]
3712 Buffalo BiII97Hotel and Casino
3713 Quality Pacific Hotel
3714 Four Seasons (Australia) Hotels
3715 Fairfield Inn
3716 Carlton Hotels
3717 City Lodge Hotels
3718 Karos Hotels
3719 Protea Hotels
3720 Southern Sun Hotels
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3721 Conrad Hotels
3722 Wyndham
3723 Rica Hotels
3724 Inter Nor Hotels
3725 Sea Pines Resort
3726 Rio Suites
3727 Broadmoor Hotel
3728 Ballys Hotel and Casino
3729 John Ascuagas Nugget.
3730 MGM Grand Hotel
3731 Harrahs Hotels and Casinos
3732 Opryland Hotel
3733 Boca Raton Resort
3734 Harvey Bristol Hotels
3735 Masters Economy Inns
3736 Colorado Belle Edgewater Resort
3737 Riviera Hotel and Casino
3738 Tropicana Resort and Casino
3739 Woodside Hotels and Resorts
3740 TownePlace Suites
3741 Millennium Hotels
3742 Club Med
3743 Biltmore Hotel and Suites
3744 Carefree Resorts
3745 St. Regis Hotel
3746 Eliot Hotels
3747 Club CorplClub Resorts
3748 Wellesley Inns
3749 Beverly Hills Hotel
3750, Crowne Plaza Hotels J
3751 Homewood Suites
3752 Peabody Hotels
3753 Greenbriar Resorts
3754IAmelia Island Plantation
3755 Homestead
3756 South Seas Resorts
3757 Canyon Ranch
3758 Kahala Mandarin Oriental Hotel
3759 Orchid at Mauna Lani
3760 Halekulani Hotel/Waikiki Pare
3761 Primadonna Hotel and Casino
3762 Whiskey Petes_Hotel and Casino
3763 Chateau Elan Winery and Resort
3764 Beau Rivage Hotel and Casino
3765 Bellagio Hotel and Casino
3766 Fremont Hotel and Casino
3767 Main Street Hotel and Casino
3768 Silver Star Hotel and Casino
3769 Stratosphere Hotel and Casino
3770iSpringHill Suites
3771 Caesars Hotel and Casino
3772 Nemacolin Woodlands
3773 Venetian Resort Hotel and Casino, The
3774 New York. New York Hotel and Casino
3775 Sands Resort
DocuSign Envelope ID: 61FD63D2-2AE4-4E47-918E-60205COF3D67
3776 Nevele Grande Resort and Country Club
3777 Mandalay Bay Resort
3778 Four Paints Hotels
3779 W Hotels
3780 Disney Resorts
3781 Patricia Grand Resort Hotels
3782 Rosen Hotels and Resorts
3783 Town and Country Resort & Convention Center
3784 First Hospitality Hotels
37B5 Outrigger Hotels & Resorts
3786 Chana Hotels of Hawaii
3787 Caribe Royale Resort Suites & Villas
3788 Ala Moana Hotel
37B9 SmugglersNotch Resort
3790 Raffles Hotels
3791 Staybridge Suites
3792 Claridge Casino Hotel
3793 The Flamingo Hotels
37941 Grand Casino Hotels
3795 Pads Las Vegas Hotel
3796 Peppermiill Hotel Casino
3797 Atlantic City Hilton
3798 Embassy Vacation Resort
3799 Hale Koa Hotel
3800 Homestead Suites
3801 Wilderness Hotel and Golf Resort
3802 The Palace Hotel
3803 The Wigwam Golf Resort and Spa
3804 The Diplomat Country Club and Spa
3805 The Atlantic
3806 Princeville Resort
3807 Element
3808 LXR (Luxury Resorts)
3809 Settle Inn
3810 La Costa Resort
3811 Premier Inn
3812 Hyatt Place
3813 Hotel Indigo
38141 The Roosevelt Hotel NY
3815 Holiday Inn Nickelodeon
3816 HOME2 Suites
3817 Affinia
3818 MAINSTAY SUITES
3819 Oxford Suites
3820IJumeirah Essex House
3821 Caribe Royale
3822 Crossland
3823 Grand Sierra Resort
3824 Aria Hotels
3825 Vdara
3826 Autograph
3827 Galt
3828 Cosmopolitan Hotel
3829 Country Inn By Carlson
3830 Park Plaza Hotel
DocuSign Envelope ID: 61 FD63D2-2AE4-4E47-918E-60205COF3D67
3831 Waldorf
3832 Curio Hotels
3833 Canopy
38341Bavmont Inn & Suites
38361Hawthorne Suites by Wyndham
DocuSign Envelope ID: D252955C-1 FBC-4843-931 F-B7FE8FBC107F
J.P.Morgan
Commercial Card
Security Administrator Designation Form
What is this This form:
form? • designates a Security Administrator for Client's Commercial Card services
• is between the Client named below ("Client") and JPMorgan Chase Bank, N.A.
("Bank"), and
• contains capitalized terms that are defined here or in Client's Commercial Card
Agreement, or other similar agreement ("Agreement").
This form is effective until Bank receives a written notice of a change or termination and
has a reasonable opportunity to act on it.
This form has 3 required parts:
• Part 1: Client supplies its Taxpayer Identification Number ("TIN") and Bank will
complete the other fields
• Part 2: Client and each Security Administrator completes and each Security
Administrator signs (electronic signature not acceptable; please print and sign)
• Part 3: Client's authorized company representative must sign this form (electronic
signature acceptable)
To appoint more Security Administrators, provide additional copies of this form and
complete it with all details.
What is a A Security Administrator has maintenance authority over file transmissions and can:
Security • send in keys or certificates when the file transmission is established or renewed
Administrator? • ask about the file transmission, and
• request changes to the file transmission (such as sending in new keys).
Client will designate Security Administrators with equal authority consistent with the
administrative control procedure for each Application.
Client will notify Bank in a way Bank chooses if Client wishes to change a Security
Administrator. That change will take effect once Bank has received the notice and had a
reasonable opportunity to act on it.
Part 1: Client
Client details
Organization ("Client") Name City of Clermont
Company number (if available) 10862
Enterprise customer ID number 0104911108 TIN
Last revised 7/30/2018 Page 1 of 4
DocuSign Envelope ID: D252955C-1 FBC-4843-931 F-B7FE8FBC107F
Part 2: Security Administrators
Client agrees that a Security Administrator is authorized to:
• receive, exchange, and distribute all notices and documents from Bank on Client's behalf, under the Customer Access
Services Terms below, and
• exchange keys or certificates related to transmission file security.
After Bank notifies Client that Bank has set up or amended Client's service, a Security Administrator must verify that the
service has been implemented or modified as requested before Client uses it.
Please provide primary and secondary Security Administrators below (additional Security Administrators optional).
Each Security Administrator must physically sign.
Primary
Administrator Name
Street address
(street, city, state, zip)
Email
Phone
Secondary
Administrator Name
Street address ❑ As above
(street, city, state, zip) (check)
Email
Phone
❑ Add ❑ Change ❑ Delete
If you do not check a box, we will add this person
Signature � •
❑ Add ❑ Change ❑ Delete
If you do not check a box, we will add this person
Signature ®e
Additional Name
Shirley Solis -Nieves
® Add ❑ Change ❑ Delete
(optional)
If you do not check a box, we will add this person
Street address
❑ As above 685 W Montrose St,
Clermont, FL 34711
(street, city, state, zip)
(check)
Email
ssolisnieves@clermontfl.org
Phone
3522417371
Signature ® SLA� Sots-NtVes
Additional Name
❑ Add ❑ Change ❑ Delete
(optional)
If you do not check a box, we will add this person
Street address
❑ As above
(street, city, state, zip)
(check)
Email
Phone
Signature de
Last revised 7/30/2018 Page 2 of 4
DocuSign Envelope ID: D252955C-1 FBC-4843-931 F-B7FE8FBC107F
Part 3: Authorization and Attestation
You can physically sign or insert electronic image of your signature below.
I am an authorized representative of the Client. I am authorized to bind Client and provide the information on this form. I am signing
as a representative of the Client and not as an individual.
I also certify that:
• the people on this form are authorized to perform the responsibilities we have assigned
• our governing body has adopted resolutions or other binding measures authorizing us to sign this form and act on its
content
• those measures were adopted consistent with laws and our own governance documents, have been entered into our
company records, and are now in effect.
The Client will provide evidence of these authorizations immediately upon Bank's request.
Signature dp Title
Name Freddy Suarez Date
I am an authorized representative of the Client. I certify that the person signing above:
• is authorized to bind the Client and provide the information on this form
• is an authorized representative of the Client with authority to sign this form.
I witnessed their signature.
Someone other than the person signing the Authorization above must sign here.
Attestation signature Title
or electronic dp y
Name Tracy Ackroyd Howe Date
Customer Access Service Terms
Procurement Services Director
07/01 /2024
City Clerk
07/08/2024
Understanding a) These Customer Access Service Terms ("Terms") relate to the Agreement. If there is a conflict
this Service between the two, the Agreement will control.
b) Bank will provide Bank's Access Service ("Service") allowing Client to electronically:
• access Client Account information, reports and data ("Data") and
• transmit messages, service requests, and payment and non-payment instructions (each an
"Instruction") to Bank.
c) Bank may change the Service applications and products ("Applications"), but Bank will notify Client
before doing so.
Complying with a) Client will comply with Bank's Service Security Procedures ("Security Procedures") of which Client
our Security has been advised in writing, including everything in these Terms. Bank will notify Client of any
Procedures changes to these Security Procedures.
b) Client will notify Bank immediately of any breach of security.
c) Client agrees that any use of the Service is deemed to be done directly by and for Client, or on
Client's behalf.
Last revised 7/30/2018 Page 3 of 4
DocuSign Envelope ID: D252955C-1 FBC-4843-931 F-B7FE8FBC107F
d) The Security Administrator will provide a list of Authorized Users if Bank asks for it. If Client has not
designated a valid Security Administrator, Bank may deliver credentials and/or keys to any person
authorized to manage the accounts on Client's behalf.
Managing your a) Client acknowledges that using an open network such as the Internet has security, corruption,
systems and transmission error and access availability risks. Client assumes all such risks.
Internet security b) Client will independently assess its own Internet security and our Security Procedures.
c) Client acknowledges that it is solely responsible for using third -party security communications
software and third -party service providers. Even if Bank suggests that Client do so, Bank disclaims
all related risks.
d) Client agrees to pay for, install and maintain all hardware, browsers, software and
telecommunications equipment needed to access the Service, consistent with Bank's recommended
system configuration.
Managing a) Client will be solely responsible for ensuring all Instructions Bank receives in proper form (as
Instructions and determined by Bank and communicated to Client) are genuine and accurate.
Data b) Client acknowledges that:
• Bank may not have reviewed Data
• Data may be inaccurate, and
• Data may be periodically updated and adjusted.
c) Bank is not obligated to ensure Data is accurate and will not be liable for any loss or damage arising
from its inaccuracy.
d) Bank will not be liable for any party receiving or viewing Data sent by Bank as Client designates,
including to email addresses and fax or telephone numbers.
Understanding Client represents and warrants that:
your 0before designating an Authorized User, Client will obtain that person's consent to allow Bank to
representations use their information to provide the Service
• Client has given the accurate location of Client's Authorized Users in writing, and will update
this information as needed
• Client will not access the Service from any jurisdiction where Bank has informed Client or Client
otherwise knows is not authorized, and
• these Terms are Client's binding legal obligations and Bank can enforce them.
Governing laws
These Terms are governed by the laws of the State of New York, USA, without reference to its conflict of
laws rules.
Last revised 7/30/2018 Page 4 of 4